Exhibit 10.2
$35,000,000
SECURED SUPER-PRIORITY DEBTOR IN POSSESSION
CREDIT AGREEMENT
Dated as of May 19, 2003
among
GLOBALSTAR, L.P.,
as Borrower
The Subsidiaries of the Borrower Party Hereto,
as Guarantors
and
ICO INVESTMENT CORP.,
as Lender
SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of
May 19, 2003, between GLOBALSTAR, L.P., a Delaware limited partnership, as
debtor and debtor in possession under chapter 11 of the Bankruptcy Code (as
hereinafter defined) (the "Borrower"), the Subsidiaries (as defined below) of
the Borrower listed on the signature pages hereto as Guarantors, as debtors and
debtors in possession under chapter 11 of the Bankruptcy Code (the "Guarantors")
and ICO Investment Corp., a Delaware corporation (the "Lender").
W I T N E S S E T H :
WHEREAS, on February 15, 2002 (the "Petition Date"), the Borrower and the
Guarantors each filed a voluntary petition for relief commencing a
reorganization case under chapter 11 of the Bankruptcy Code (as defined herein)
with the United States Bankruptcy Court for the District of Delaware;
WHEREAS, in connection with the consummation of this Agreement, the
Borrower and the Guarantors are continuing to operate their respective
businesses and manage their respective properties as debtors and debtors in
possession under sections 1107 and 1108 of the Bankruptcy Code;
WHEREAS, the Borrower and ICO (as defined herein) are entering into the
Investment Agreement (as defined herein) relating to ICO's proposed purchase of
substantially all the assets of Borrower and Guarantors;
WHEREAS, prior to the consummation of the transactions contemplated by the
Investment Agreement, an immediate and ongoing need exists for the Borrower to
obtain additional funds to continue the operation of its and its Subsidiaries'
respective businesses through the closing date of the Investment Agreement and,
accordingly, the Borrower has requested that Lender provide a secured
super-priority debtor in possession credit facility;
WHEREAS, the Lender is not in the business of making loans, but for the
sole purpose of consummating the transactions contemplated by the Investment
Agreement, the Lender is willing to make funds available to the Borrower
pursuant to sections 364(c)(1), (c)(2) and (c)(3) of the Bankruptcy Code, but
only for the purposes and upon the terms and subject to the conditions set forth
in this Agreement; and
WHEREAS, each of the Guarantors has agreed to guaranty the obligations of
the Borrower hereunder and the Borrower and the Guarantors have agreed to secure
their obligations to the Lender in connection with such facility with, inter
alia, security interests in, and liens on, substantially all of their respective
property and assets, whether real or personal, tangible or intangible, as
provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreement, hereinafter contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.1 Defined Terms. As used in this Agreement, the following
terms have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
"Account" has the meaning specified in Article 9 of the UCC.
"Account Debtor" has the meaning specified in Article 9 of the UCC.
"Accounts Receivable" means all rights to payment, whether or not earned
by performance, for goods or other property sold, leased, licensed, assigned or
otherwise disposed of, or services rendered or to be rendered, including,
without limitation, all such rights constituting or evidenced by any Account,
Chattel Paper, Instrument, General Intangible or Investment Property, together
with all of the Grantor's right, title and interest, if any, in any goods or
other property giving rise to such right to payment, including any rights to
stoppage in transit, replevin, reclamation and resales, and all related security
interests, Liens and pledges, whether voluntary or involuntary, in each case
whether now existing or owned or hereafter arising or acquired, and all
Collateral Support and Supporting Obligations related to the foregoing and all
Accounts Receivable Records.
"Accounts Receivable Records" means (a) all original copies of all
documents, instruments or other writings or electronic records or other Records
evidencing the Accounts Receivable, (b) all books, correspondence, credit or
other files, Records, ledger sheets or cards, invoices, and other papers
relating to Accounts Receivable, including, without limitation, all tapes,
cards, computer tapes, computer discs, computer runs, record keeping systems and
other papers and documents relating to the Accounts Receivable, whether in the
possession or under the control of Grantor or any computer bureau or agent from
time to time acting for Grantor or otherwise, (c) all evidences of the filing of
financing statements and the registration of other instruments in connection
therewith, and amendments, supplements or other modifications thereto, notices
to other creditors or Lender, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (d) all credit information, reports and memoranda
relating thereto and (e) all other written, electronic or other non-written
forms of information related in any way to the foregoing or any Accounts
Receivable.
"Administrative Expenses" means any right to payment constituting a cost
or expense of administration of any of the Reorganization Cases allowed under
sections 503(b) and 507(b) of the Bankruptcy Code and fees required to be paid
to the Office of the United States Trustee under section 1930(a), title 28,
United States Code.
"Affiliate" means, with respect to any Person, any other Person which,
directly or indirectly, controls, is controlled by or is under common control
with such Person, each officer, director, general partner or joint venturer of
such Person, and each Person who is the beneficial owner of 5% or more of any
class of voting Stock of such Person. For the purposes of this
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definition, "control" means the possession of the power to direct or cause the
direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agreement" means this Secured Super-Priority Debtor In Possession Credit
Agreement.
"Approved Budget" means the operating budget of the Borrower and the
Guarantors for the period ending December 31, 2003, attached hereto as Exhibit B
and agreed between the parties hereto and each supplemental budget approved by
Lender, which approval shall be in Lender's sole discretion.
"Avoidance Actions" means any Claim or cause of action of any Grantor
arising under chapter 5 of the Bankruptcy Code and any proceeds, monies or
property of any kind recovered therefrom.
"Bankruptcy Code" means title 11, United State Code, as amended from time
to time.
"Bankruptcy Court" means the United States Bankruptcy Court for the
District of Delaware and any other court having competent jurisdiction over the
Reorganization Cases.
"Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure and the
Local Rules of the Bankruptcy Court, each as amended from time to time.
"Borrower" has the meaning specified in the recitals to this Agreement.
"Borrowing" means a Term Loan Borrowing.
"Borrower Termination Event" means the occurrence and continuation of any
of the events set forth in Section 7.3 of the Investment Agreement.
"Business Day" means a day (excluding Saturday and Sunday) of the year on
which banks are not required or authorized to close in New York, New York.
"Capital Lease Obligations" means, as to any Person, the capitalized
amount of all obligations of such Person or any of its Subsidiaries under any
lease of property (whether real, personal or mixed) by such Person as lessee
which would be accounted for as a capital lease on a balance sheet of such
Person in conformity with GAAP (a "Capital Lease").
"Chattel Paper" has the meaning specified in Article 9 of the UCC.
"Claim" has the meaning specified in section 101(5) of the Bankruptcy
Code.
"Closing Date" means the first date on which all of the conditions
precedent specified in Section 3.1 hereof are satisfied.
"Collateral" has the meaning specified in Section 9.1.
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"Collateral Support" means all property (real or personal) assigned,
hypothecated or otherwise securing any of items (i) through (xxi) in the
definition of Collateral set forth in Section 9.1 and includes any security
agreement or other agreement granting a Lien or security interest in such real
or personal property.
"Commitment" means the commitment of the Lender to make Term Loans to the
Borrower in the aggregate principal amount of up to $35,000,000.
"Committee" means the official statutory committee of unsecured creditors
appointed in the Reorganization Cases pursuant to section 1102 of the Bankruptcy
Code.
"Contracts" means, with respect to any Grantor, any and all "contracts",
as such term is defined in Article 1 of the UCC, of such Grantor.
"Contractual Obligation" means, with respect to a Person, any obligation,
agreement, undertaking or similar provision of any security issued by such
Person or of any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust or other instrument (excluding a Loan Document) to which such
Person is a party or by which it or any of its property is bound or to which any
of its properties is subject.
"Copyrights" means (a) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished, all
registrations and recordings thereof, and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any foreign counterparts thereof and (b)
the right to obtain all renewals thereof.
"Copyright Licenses" means any written agreement naming any Grantor as
licensor or licensee granting any right under any Copyright, including the grant
of rights to copy, publicly perform, create derivative works, manufacture,
distribute, exploit and sell materials derived from any Copyright.
"Credit Party" means the Borrower, each Guarantor, LQP and each other
Person that grants a security interest in any property to secure the
Obligations.
"Default" means any event which with the passing of time or the giving of
notice or both would become an Event of Default.
"Documents" has the meaning specified in Article 9 of the UCC.
"Dollars" and the sign "$" each mean the lawful money of the United States
of America.
"Domestic Subsidiary" means any Subsidiary of the Borrower that is
incorporated under the laws of any of the states of the United States of America
or the District of Columbia.
"Equipment" has the meaning specified in Article 9 of the UCC.
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"Event of Default" means any of the following events:
(a) The Borrower shall fail to pay any principal of any Loan or any
interest on (except as provided in Section 1.6 of the Investment Agreement) any
Loan on the Maturity Date or within five (5) Business Days after the same
otherwise becomes due and payable; or
(b) Any material representation or warranty made or deemed made by any
Credit Party in any Loan Document shall prove to have been incorrect, false or
misleading in any material respect when made or deemed made; or
(c) Any Credit Party shall fail to perform or observe (i) any material
term, covenant or agreement contained in Article V or VI or (ii) any material
term, covenant or agreement contained in any other Loan Document and, in either
case, such failure shall remain unremedied for five (5) Business Days after the
earlier of the date on which (A) a Responsible Officer of the Borrower or a
Guarantor becomes aware of such failure or (B) written notice thereof shall have
been given to the Borrower or a Guarantor by the Lender; or
(d) Any of the Reorganization Cases shall be dismissed or converted to a
case under chapter 7 of the Bankruptcy Code or a trustee shall be appointed in
any of the Reorganization Cases; or
(e) The Bankruptcy Court or any court of competent jurisdiction shall have
entered an order, which order is a Final Order, amending, supplementing,
vacating or otherwise modifying the Financing Order without the consent of the
Lender; or
(f) The Borrower shall bring a motion before the Bankruptcy Court to
obtain additional financing or incur Indebtedness arising from such additional
financing that is secured by a Lien that is equal or senior to any one or more
Liens granted hereunder or hereafter granted to the Lender; or
(g) The occurrence of any event giving ICO the right to terminate the
Investment Agreement pursuant to Section 7.2 thereof and ICO's delivery to the
Debtors of written notice to terminate the Investment Agreement.
"Existing DIP Loan Agreement" means that certain Secured Super-Priority
Debtor in Possession Credit Agreement, dated as of February 24, 2003, among
Globalstar, L.P., as "Borrower", the subsidiaries of the Borrower thereunder
party thereto, as "Guarantors" and ICO Investment Corp., Blue River Capital LLC,
Iridium Investors, LLC, Loeb Partners Corp. and Columbia Ventures Corporation,
as Lenders, as the same may be amended, supplemented or otherwise modified from
time to time.
"FCC" means the Federal Communications Commission.
"FCC Licenses" means the FCC licenses issued to the Borrower, LQP or any
of their respective Subsidiaries by the FCC and listed on Schedule 1.
"Final Order" means an order of the Bankruptcy Court entered on the docket
of the Clerk of the Bankruptcy Court, that is in effect and not stayed, and as
to which the time to
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appeal, petition for certiorari, or move for reargument or rehearing has expired
and as to which no appeal, petition for certiorari or other proceedings for
reargument or rehearing shall then be pending or as to which any right to
appeal, petition for certiorari, reargue or rehear shall have been waived, or if
an appeal, reargument, petition for certiorari, or rehearing thereof has been
sought, the order of the Bankruptcy Court shall have been affirmed by the
highest court to which the order was appealed, from which the reargument or
rehearing was sought, or certiorari has been denied, and the time to take any
further appeal, petition for certiorari or move for reargument or rehearing
shall have expired.
"Financing Order" means that certain order issued by the Bankruptcy Court
pursuant to section 364 and other applicable provisions of the Bankruptcy Code
after a final hearing under Bankruptcy Rule 4001(c)(2) approving this Agreement
and the other Loan Documents and authorizing the incurrence by the Borrower and
the Guarantors of the Obligations and the other transactions hereunder,
including the granting of the super-priority status, the security interest and
liens, and the payment of all fees constituting Obligations hereunder, and
authorizing the Lender to exercise its rights and remedies hereunder, and which
is substantially in the form of Exhibit C and otherwise in form and substance
reasonably satisfactory to the Lender. The Financing Order may not be amended or
modified in any respect without the prior written consent of the Lender.
"Fiscal Quarter" means each of the three-month periods ending on March 31,
June 30, September 30 and December 31.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board, or in such other statements by such other
entity as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances as of the date of
determination.
"General Intangible" has the meaning specified in Article 9 of the UCC.
"Goods" has the meaning specified in Article 9 of the UCC.
"Governmental Authority" means any nation, sovereign or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.
"Grantor" means the Borrower and each Guarantor.
"Guarantor" has the meaning specified in the preamble hereto.
"Guaranty" means the guaranty of the Obligations of the Borrower made by
the Guarantors pursuant to Article VIII.
"Guaranty Obligation" means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of such Person with respect to any
Indebtedness of another Person, if the purpose or intent of such Person in
incurring the Guaranty Obligation is to provide
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assurance to the obligee of such Indebtedness that such Indebtedness will be
paid or discharged, or that any agreement relating thereto will be complied
with, or that any holder of such Indebtedness will be protected (in whole or in
part) against loss in respect thereof, including (a) the direct or indirect
guaranty, endorsement (other than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of Indebtedness of another Person and (b) any liability of such
Person for Indebtedness of another Person through any agreement (contingent or
otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or
any security therefor, or to provide funds for the payment or discharge of such
Indebtedness (whether in the form of a loan, advance, stock purchase, capital
contribution or otherwise), (ii) to maintain the solvency or any balance sheet
item, level of income or financial condition of another Person, (iii) to make
take-or-pay or similar payments, if required, regardless of non-performance by
any other party or parties to an agreement, (iv) to purchase, sell or lease (as
lessor or lessee) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, or (v) to supply funds to or in
any other manner invest in such other Person (including to pay for property or
services irrespective of whether such property is received or such services are
rendered), if in the case of any agreement described under subclause (i), (ii),
(iii), (iv) or (v) of clause (b) of this sentence the primary purpose or intent
thereof is as described in the preceding sentence. The amount of any Guaranty
Obligation shall be equal to the amount of the Indebtedness so guaranteed or
otherwise supported.
"Hedging Contracts" means all interest rate contracts, foreign exchange
contracts, currency swap or option agreements, forward contracts, commodity
swap, purchase or option agreements, other commodity price hedging arrangements,
and all other similar agreements or arrangements designed to alter the risks of
any Person arising from fluctuations in interest rates, currency values or
commodity prices.
"ICO" means ICO Global Communications (Holdings) Limited, a Delaware
corporation.
"Indebtedness" of any Person means without duplication (a) all
indebtedness of such Person for borrowed money, all reimbursement and all other
obligations with respect to surety bonds, performance bonds, letters of credit
and bankers' acceptances, whether or not matured, and all indebtedness for the
deferred purchase price of property or services, other than trade payables
incurred in the ordinary course of business that are not overdue, (b) all
obligations of such Person evidenced by notes, bonds, debentures or similar
instruments or which bear interest, (c) all indebtedness of such Person created
or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (d) all Capital Lease Obligations of
such Person and the present value of future rental payments under all synthetic
leases, (e) all obligations of such Person to purchase, redeem, retire, defease
or otherwise acquire for value any Stock or Stock equivalents of such Person,
valued, in the case of redeemable preferred stock, at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (f) all payments that such Person would have to make in the event of
an early termination on the date Indebtedness of such Person is being determined
in respect of Hedging Contracts of such Person and (g) all Indebtedness referred
to in clause (a), (b), (c), (d), (e) or (f) above secured by
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(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in property (including, without
limitation, Accounts and General Intangibles) owned by such Person, even though
such Person has not assumed or become liable for the payment of such
Indebtedness.
"Instrument" has the meaning specified in Article 9 of the UCC other than
instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.
"Intellectual Property" means, collectively, all rights, priorities and
privileges of any Grantor relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark
Licenses and trade secrets, and all rights to ▇▇▇ at law or in equity for any
infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.
"Interest Payment Date" means the last Business Day of each Fiscal Quarter
during the term of this Agreement.
"Inventory" has the meaning specified in Article 9 of the UCC, wherever
located.
"Investment Agreement" means the Investment Agreement of even date
herewith among the Borrower, ICO and the Guarantors.
"Investment Property" means, with respect to any Grantor, any and all
"investment property," as such term is defined in Article 9 of the UCC, of such
Grantor, wherever located.
"Lender" means ICO Investment Corp., a Delaware corporation.
"Lender Termination Event" means (a) the occurrence and continuation of an
Event of Default or (b) a termination of the Investment Agreement by ICO
pursuant to Section 7.2 thereof.
"Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, charge, deposit arrangement, encumbrance, lien (statutory or other),
security interest or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever intended to assure
payment of any Indebtedness or other obligation, including, without limitation,
any conditional sale or other title retention agreement, the interest of a
lessor under a Capital Lease, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of any financing
statement under the UCC or comparable law of any jurisdiction, naming the owner
of the asset to which such Lien relates as debtor.
"Loan Documents" means, collectively, this Agreement, the Notes, the LQP
Pledge Agreement and each certificate, agreement or document executed by the
Borrower or any other Credit Party and delivered to the Lender.
"LQP" means Loral/QUALCOMM Partnership, L.P., a Delaware limited
partnership.
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"LQP Pledge Agreement" means the Pledge Agreement dated as of the date
hereof between LQP, as pledgor, and the Lender, as pledgee.
"Material Adverse Effect" means any change, effect, event or condition
that has had or could reasonably be expected to have a material adverse effect
on (i) the assets or operations of the Borrower, and its Subsidiaries, taken as
a whole, or (ii) the ability of the Borrower to consummate the transactions
contemplated hereby; provided, however, that the loss of satellite availability
shall not constitute a Material Adverse Effect unless, following the date of
this Agreement, (A) one additional satellite in the Borrower's satellite
constellation shall have been declared "failed" in addition to the existing four
satellites that have been declared "failed" or (B) at any time, for a continuous
period of sixty (60) days or more there shall have been fewer than 43 Qualifying
Satellites in the Borrower's satellite constellation.
"Maturity Date" means the earlier of (i) the "Closing Date" as defined in
the Investment Agreement or (ii) December 31, 2003.
"New Globalstar" has the meaning specified in the Investment Agreement.
"Notes" means, collectively, the Term Loan Notes and the PIK Interest
Note.
"Notice of Borrowing" has the meaning specified in Section 2.2(a).
"Obligations" means the Loans and all other advances, debts, liabilities,
fees, obligations, covenants and duties of any kind and description, now
existing or hereafter arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, direct or indirect, express or implied, individually
or jointly with others, howsoever evidenced or acquired owing by the Borrower to
the Lender, arising under or pursuant to this Agreement or any other Loan
Document.
"Partnership" means any partnership in which any Credit Party has an
interest.
"Patents" means (a) all letters patent of the United States, any other
country or any political subdivision thereof and all reissues and extensions
thereof, (b) all applications for letters patent of the United States or any
other country and all divisions, continuations and continuations-in-part
thereof, and (c) all rights to obtain any reissues or extensions of the
foregoing.
"Patent License" means all agreements, whether written or oral, providing
for the grant by or to any Grantor of any right to manufacture, use, import,
sell or offer for sale any invention covered in whole or in part by a Patent.
"Payment Intangible" has the meaning specified in Article 9 of the UCC.
"Permitted Expenditures" means (i) the cash expenditures set forth in the
Approved Budget, plus (ii) for each month commencing with July 2003, following a
request by Borrower and approval by Lender, which approval shall not be
unreasonably withheld or delayed, additional cash expenditures totaling no more
than 5.0% of the total monthly budget for such month as set forth in the
Approved Budget, plus (iii) cash expenditures necessary to pay
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agent and dealer sales commissions incurred in the ordinary course of business
consistent with past practice, plus (iv) cash expenditures necessary for the
purchase of user equipment and accessories held for resale up to an aggregate of
$250,000 and for such additional amounts as are approved by Lender in its sole
discretion. Any unused portion of Permitted Expenditures for any given month may
be carried over as additional Permitted Expenditures in the immediately
subsequent month.
"Permitted Liens" has the meaning specified in Section 6.1.
"Person" means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, estate, trust, limited
liability company, unincorporated association, joint venture or other entity, or
a Governmental Authority.
"Petition Date" has the meaning specified in the recitals hereto.
"PIK Interest Note" means a promissory note of the Borrower, payable to
the order of the Lender, substantially in the form of Exhibit A-2, evidencing
the aggregate Indebtedness of the Borrower to the Lender resulting from the
capitalization of accrued interest payable on the Loans pursuant to Section
2.5(b).
"Plan of Reorganization" means a proposed plan or plans of reorganization
for the Borrower and the Guarantors whether filed with or confirmed by order of
the Bankruptcy Court; provided that the Plan of Reorganization shall not be
amended so that it contains any obligations for the Borrower to make any cash
payment other than in respect of Claims for administrative expenses, priority
tax Claims, priority non-tax Claims and cure amounts relating to executory
contracts and unexpired leases assumed by the Borrower.
"Pledged Collateral" means, collectively, the Pledged Notes, the Pledged
Stock, the Pledged Partnership Interests, the Pledged LLC Interests, any other
Investment Property of any Grantor, all certificates or other instruments
representing any of the foregoing, all Security Entitlements of any Grantor in
respect of any of the foregoing, all dividends, interest distributions, cash,
warrants, rights, instruments and other property or Proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing. Pledged Collateral may be General Intangibles or
Investment Property.
"Pledged Collateral Schedule" means a schedule of the Borrower to be
delivered to the Lender on the Closing Date setting forth the Pledged Notes,
Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged
hereunder by each Grantor.
"Pledged LLC Interests" means all of any Grantor's right, title and
interest as a member of any limited liability company and all of such Grantor's
right, title and interest in, to and under any limited liability company
agreement to which it is a party.
"Pledged Notes" means all right, title and interest of any Grantor in the
Instruments evidencing all Indebtedness owed to such Grantor issued by the
obligors named therein, and all interest, cash, Instruments and other property
or Proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Indebtedness.
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"Pledged Partnership Interests" means all of any Grantor's right, title
and interest as a limited and/or general partner in all Partnerships and all of
such Grantor's right, title and interest in, to and under any partnership
agreements to which it is a party.
"Pledged Stock" means the shares of Stock owned by each Grantor (except
Globaltel Joint Stock Company), including all shares of Stock listed on the
Pledged Collateral Schedule; provided, however, that only the outstanding Stock
of a Subsidiary that is not a Domestic Subsidiary possessing up to but not
exceeding 65% of the voting power of all classes of Stock of such controlled
foreign corporation entitled to vote shall be deemed to be pledged hereunder.
"Proceeds" has the meaning specified in Article 9 of the UCC.
"QUALCOMM" means ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇.
"Qualifying Satellite" means a satellite that either is in-service or is
an in-orbit spare capable of being placed in service.
"Real Property" means all of those plots, pieces or parcels of land now
owned or leased or hereafter acquired by the Borrower or any of its Subsidiaries
(the "Land"), together with the right, title and interest of the Borrower, if
any, in and to the streets, the land lying in the bed of any streets, roads or
avenues, opened or proposed, in front of, the air space and development rights
pertaining to the Land and the right to use such air space and development
rights, all rights of way, privileges, liberties, tenements, hereditaments and
appurtenances belonging or in any way appertaining thereto, all fixtures, all
easements now or hereafter benefiting the Land and all royalties and rights
appertaining to the use and enjoyment of the Land, including, without
limitation, all alley, vault, drainage, mineral, water, oil and gas rights,
together with all of the buildings and other improvements now or hereafter
erected on the Land, and any fixtures appurtenant thereto.
"Reorganization Cases" means the cases of the Borrower and the Guarantors
pursuant to chapter 11 of the Bankruptcy Code pending in the Bankruptcy Court.
"Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and all federal, state and local laws, roles and regulations, and all
orders, judgments, decrees or other determinations of any Governmental Authority
or arbitrator, applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.
"Responsible Officer" means, with respect to any Person, any of the
principal executive officers, managing members or general partners of such
Person but in any event, with respect to financial matters, the chief financial
officer, treasurer or controller of such Person.
"Standstill Period" means thirty (30) business days, such period to
commence upon the delivery of the Lender's written notice of termination and
acceleration given pursuant to Section 7.1.
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"Stock" means shares of capital stock (whether denominated as common stock
or preferred stock), beneficial, partnership or membership interests,
participations or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company or equivalent entity,
whether voting or non-voting and any and all interest, warrants and options to
purchase any of the foregoing.
"Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity of which an aggregate of 50% or more of the
outstanding Stock having ordinary voting power to elect a majority of the board
of directors, managers, trustees or other controlling persons, is, at the time,
directly or indirectly, owned or controlled by such Person and/or one or more
Subsidiaries of such Person (irrespective of whether, at the time, Stock of any
other class or classes of such entity shall have or might have voting power by
reason of the happening of any contingency). As used herein, unless the context
requires otherwise, "Subsidiary" means a direct or indirect Subsidiary of the
Borrower.
"Supporting Obligations" has the meaning specified in Article 9 of the
UCC.
"Taxes" has the meaning specified in Section 2.8(a).
"Term Loan" means each loan made by the Lender to the Borrower pursuant to
Section 2.1.
"Term Loan Borrowing" means a borrowing consisting of Term Loans made on
the same day.
"Term Loan Draw Conditions" means all of the conditions precedent to the
obligation of the Lender to make Term Loans set forth in Section 3.1.
"Term Loan Note" means a promissory note of the Borrower, payable to the
order of the Lender in a principal amount equal to the amount of the Term Loan
Commitment as originally in effect, in substantially the form of Exhibit A-1,
evidencing the aggregate Indebtedness of the Borrower to the Lender resulting
from the Term Loans made by the Lender.
"Trademarks" means (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and all goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, and all common-law
rights related thereto, and (b) the right to obtain all renewals thereof.
"Trademark License" means any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark.
"UCC" means the Uniform Commercial Code as the same may, from time to
time, be in effect in the State of New York.
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"Wind-Down Budget" means that certain Wind-Down Budget provided by
Borrower to Lender reflecting Borrower's best faith estimate of Wind-Down Costs.
"Wind-Down Costs" means the Administrative Expenses and actual wind-down
costs to liquidate the Borrower and the Guarantors in the event the transactions
contemplated by the Investment Agreement are not consummated and the Borrower
liquidates.
"Wind-Down Funds" means the sum of (i) $10,000,000, (ii) the "Prepaids,
Deposits and Retainers" in the amount of $1,045,000 identified in the Wind-Down
Budget (iii) when available, the recovery of the payments on account of the 2
GHz contract with Space Systems/Loral, Inc. (the "Loral Refund"), (iv) when
available, the proceeds from the settlement with Elsacom S.p.A. and/or its
affiliates as described in the related motion filed by the Borrower and the
Guarantors filed with the Bankruptcy Court on January 22, 2003, and (v) cash
held by entities control of which is acquired by the Borrower as a result of the
Loral settlement transactions; provided, however, that in no event shall the
Wind-Down Funds exceed $15,000,000.
Section 1.2 Computation of Time Periods. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding" and the word "through" means "to and including."
Section 1.3 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in conformity with GAAP and all accounting
determinations required to be made pursuant hereto shall, unless expressly
otherwise provided herein, be made in conformity with GAAP.
Section 1.4 Certain Terms. (a) The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, and not to any particular Article, Section, subsection or clause in this
Agreement.
(b) References herein to an Exhibit, Schedule, Article, Section,
subsection or clause refer to the appropriate Exhibit or Schedule to, or
Article, Section, subsection or clause in this Agreement.
(c) Each agreement defined in this Article I shall include all appendices,
exhibits and schedules thereto and any references in this Agreement to such
agreement shall be to such agreement as so amended, restated, supplemented or
modified from time to time.
(d) References in this Agreement to any statute shall be to such statute
as amended or modified and in effect at the time any such reference is
operative.
(e) The term "Lender" includes its respective successors and each
permitted assignee of such Lender who becomes a party hereto pursuant to Section
10.14.
(f) Terms not otherwise defined herein and defined in the UCC are used
herein with the meanings specified in the UCC.
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ARTICLE II
AMOUNTS AND TERMS OF THE LOANS
Section 2.1 The Term Loans. (a) Subject to the terms and conditions
hereof, the Lender agrees to make term loans (each, a "Term Loan") to the
Borrower from time to time on any Business Day during the period from the date
of satisfaction or waiver in writing of all of the Term Loan Draw Conditions (as
provided in Section 3.1 with respect to the Initial Loan and Section 3.2 with
respect to all Term Loans) until the Maturity Date in an aggregate principal
amount not to exceed the Term Loan Commitment.
(b) The Term Loans shall be evidenced by the Term Loan Notes.
Section 2.2 Making the Loans. (a) Each Term Loan Borrowing (other than
with respect to the initial Borrowing made hereunder) shall be made on notice,
given by the Borrower to the Lender not later than 11:00 A.M. (New York City
time) at least two (2) Business Days prior to the date of the proposed Term Loan
Borrowing. Each such notice (a "Notice of Borrowing") shall be in substantially
the form of Exhibit D, which Notice of Borrowing shall specify (i) the date of
the requested Borrowing, (ii) the amount of such Borrowing and (iii) the
Permitted Expenditures to be paid with the proceeds of such Borrowing.
(b) Each Term Loan Borrowing shall be in an aggregate amount of not less
than $1,000,000 and no more than one Term Loan Borrowing shall be made during
any calendar month.
(c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower.
Section 2.3 Repayment. Except as provided in Section 1.6 of the Investment
Agreement, the Borrower shall repay the entire unpaid principal amount of the
Term Loans and all other outstanding Obligations on the Maturity Date.
Section 2.4 Prepayments. (a) The Borrower shall have no right to prepay
the principal amount of any Term Loan other than as provided in this Section
2.4.
(b) The Borrower may, upon at least three (3) Business Days' prior notice
to the Lender stating the proposed date and aggregate principal amount of the
prepayment, prepay the outstanding principal amount of the Loans in whole or in
part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that each partial prepayment shall
be in an aggregate principal amount not less than $250,000 or integral multiples
of $50,000 in excess thereof. Upon the giving of such notice of prepayment, the
principal amount of the Loans specified to be prepaid shall become due and
payable on the date specified for such prepayment. Any such prepayment of a Term
Loan shall result in a permanent reduction in the Commitment.
Section 2.5 Interest. (a) All Loans and the outstanding amount of all
other Obligations shall bear interest, in the case of Loans, on the unpaid
principal amount thereof from the date such Loans are made and, in the case of
such other Obligations, from the date such
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other Obligations are due and payable until, in all cases, paid in full, at a
rate equal to eight percent ( 8% ) per annum.
(b) Interest accrued on the Loans shall be capitalized on each Interest
Payment Date and added to the outstanding principal amount of the Loans, which
capitalized interest shall be evidenced by the PIK Interest Note. The Lender is
hereby authorized to endorse on the grid attached to the PIK Interest Note the
amount of interest capitalized and evidenced by the PIK Interest Note.
(c) Interest accrued on the Loans shall be cancelled when the outstanding
principal amount of the Loans is cancelled.
Section 2.6 Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes not later than 1:00 P.M. (New York City
time) on the day when due, in Dollars, to the Lender at the address set forth in
Section 10.2 in immediately available funds without set-off or counterclaim.
(b) All computations of interest shall be on the basis of a year of 365
days for the actual number of days occurring in the period for which such
interest is payable.
(c) Whenever any payment hereunder or under the Notes shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.
Section 2.7 Application of Payments. All payments (including prepayments)
on the Loans or any other Obligations other than the capitalization of interest
as set forth in Section 2.5(b) shall be made to the Lender for application
against the Obligations as follows (regardless of how the Lender may treat such
payments for purposes of its own accounting): first to then due and outstanding
fees, expenses or other charges of the Lender under this Agreement or any of the
other Loan Documents to the extent payable by the Borrower; second to then due
interest on any principal amount of Loans prepaid, if any; third to the
principal balance of the PIK Interest Note; and fourth to the principal balance
of the Term Loans.
Section 2.8 Taxes. (a) Any and all payments by the Borrower to or for the
account of the Lender under each Loan Document shall be made free and clear of
and without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of the Lender, taxes
measured by its overall net income, and franchise taxes imposed on it (in lieu
of net income taxes), by the jurisdiction under the laws of which the Lender is
organized or any political subdivision thereof (all such non-excluded taxes,
levies, duties, imposts, deductions, assessments, fees, charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable to
the Lender hereunder or under any Loan Document (i) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including, without limitation, deductions applicable to additional sums payable
under this Section 2.8) the Lender receives an amount equal to the sum it would
have received had no such
15
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxing authority or
other authority in accordance with applicable law and (iv) within thirty (30)
Business Days after the date of such payment, the Borrower shall deliver to the
Lender the original or a certified copy of a receipt evidencing such payment to
the relevant taxation or other authority.
(b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies of the United States or any political subdivision thereof or any
applicable foreign jurisdiction which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement, or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").
(c) The Borrower agrees to indemnify the Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by
any jurisdiction on amounts payable under this Section 2.8) paid by the Lender,
and (ii) any liability (including additions to tax, penalties, interest and
expenses) arising therefrom or with respect thereto, in each case whether or not
such Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant taxation or other authority. Payment under this subsection (d) shall be
made within thirty (30) Business Days after the date the Lender makes a demand
therefor.
ARTICLE III
CONDITIONS OF LENDING
Section 3.1 Conditions Precedent to Initial Loans under Term Loan
Commitment. The obligation of the Lender to make the initial Loans requested to
be made by it under the Term Loan Commitment is subject to the satisfaction of
all the following conditions precedent on or before May 22, 2003:
(a) Financing Order and Bankruptcy Court Proceedings.
(i) The Financing Order shall have been entered by the Bankruptcy
Court, and no provisions of such order shall have been stayed or vacated.
(ii) A Final Order approving the Investment Agreement, in form and
substance reasonably satisfactory to Lender, shall have been entered by
the Bankruptcy Court and any or all provisions of such order shall not
have been stayed or vacated.
(b) Existing DIP Loan Agreement. Lender's reasonable satisfaction that the
loans under the Existing DIP Loan Agreement will be indefeasibly satisfied in
full and all liens securing its repayment shall be terminated and released
simultaneously with funding of the initial Loans hereunder; provided, that the
"Commitment Fee" (as defined in the Existing DIP Loan Agreement) shall be
required to be paid when and on the terms set forth in that certain Waiver and
Consent Letter Agreement to the Existing DIP Loan Agreement of even date
herewith.
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(c) Certain Documents. The Lender shall have received the following
documents:
(i) This Agreement, duly executed and delivered by the Borrower and
each Guarantor;
(ii) The Notes and other Loan Documents, duly executed and delivered
by the Borrower and Guarantors, as applicable;
(iii) A certificate, signed by a Responsible Officer of each Credit
Party other than LQP, stating that each of the conditions specified in
Sections 3.2(a), (b) and (c) has been satisfied;
(iv) The Investment Agreement, in form and substance reasonably
satisfactory to the Lender, duly executed and delivered by the Borrower
and Lender, and approved by the Committee; and
(v) The Pledged Collateral.
Section 3.2 Conditions Precedent to Each Loan. The obligation of the
Lender to make any Term Loan on any date (including the Closing Date) shall be
subject to the satisfaction of all of the following conditions precedent:
(a) The representations and warranties set forth in Article IV and in the
other Loan Documents shall be true and correct in all material respects on and
as of such date as though made on and as of such date other than any such
representations and warranties that, by their terms, refer to an earlier date;
provided, that the Borrower shall not be required to certify as to the
representations and warranties made by LQP in the LQP Pledge Agreement.
(b) The making of the Loans on such date shall not violate any Requirement
of Law and is not subject to any stay or injunction, whether temporary,
preliminary or permanent.
(c) No Event of Default shall have occurred and be continuing.
(d) The Investment Agreement shall not have been terminated.
(e) Each of the Term Loan Draw Conditions shall have been satisfied or
waived by the Lender.
Section 3.3 Other Conditions Precedent. The obligation of Lender to make
any Term Loan on any date (including the Closing Date) that would result in the
aggregate amount of Term Loans exceeding $20,000,000 shall be subject to the
following condition precedent:
(a) Lender shall have received evidence of agreements between Borrower
and QUALCOMM, on terms reasonably satisfactory to Lender, as to the
following:
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i. transfer by QUALCOMM to the Borrower or New Globalstar of all
handset inventories (which shall be in good working order) and
chipsets for Globalstar products currently owned by QUALCOMM
at no additional cost to Borrower or New Globalstar for the
handsets and at reasonable pricing for the chipsets;
ii. grant by QUALCOMM to one or more third parties of a
non-exclusive, perpetual, irrevocable worldwide license
(including rights to sublicense) to manufacture user terminals
and gateways using the applicable CDMA technology, at
commercially reasonable royalty rates and to provide the
necessary technical information to make the manufacture by
such third parties feasible;
iii. provision by QUALCOMM to New Globalstar of continued tier 3
support with respect to intellectual property and maintenance
support for Borrower's gateways for the benefit of New
Globalstar and its service providers on commercially
reasonable terms;
iv. the modification of the Contract for OmniTRACS-Like Services,
dated March 23, 1994, between QUALCOMM and Borrower, to
provide for market-based pricing and to eliminate exclusivity;
v. the upgrading of gateway software to current version for each
of the gateways, including gateways in storage, on
commercially reasonable terms;
vi. confirmation that New Globalstar has a perpetual, royalty
free, irrevocable right to use and modify all intellectual
property rights associated with that portion of the Borrower's
satellite system and ground network provided by QUALCOMM; and
vii. agreement by QUALCOMM to incorporate all new applicable
features, improvements and enhancements to QUALCOMM's core
CDMA technology into new generation of chipsets for use with
the Borrower's satellite system on commercially reasonable
terms, or to permit one or more third parties to manufacture
and incorporate such features, improvements and enhancements
into new generations of chipsets for use with the Debtors'
satellite system, and to provide necessary support and
know-how to such third parties, all on commercially reasonable
terms.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
To induce the Lender to enter into this Agreement, the Borrower and each
Guarantor represents and warrants to the Lender as of the date hereof:
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Section 4.1 Corporate Existence; Compliance with Law. (a) The Borrower is
a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware. Each of the Borrower's Subsidiaries
that is (i) a corporation is duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, (ii) a limited
liability company is duly organized, validly existing and in good standing under
the jurisdiction of its formation and (iii) a limited partnership is duly
organized and validly existing under the laws of the jurisdiction of its
formation.
(b) Except as set forth in Schedule 4.1, each of the Borrower and its
Subsidiaries (i) is duly qualified or licensed as a foreign limited partnership,
limited liability company or corporation, as applicable, in each jurisdiction in
which its ownership of properties or the conduct of its business requires such
qualification or licensing except for failures to be so qualified or licensed
which in the aggregate would not reasonably be expected to have a Material
Adverse Effect; (ii) has all requisite limited partnership, limited liability
company or corporate power, as applicable, and authority and the legal right to
own, pledge, mortgage and operate its properties, to lease the property it
operates under lease and to conduct its business as now or currently proposed to
be conducted; (iii) is in compliance with its certificate of limited partnership
and partnership agreement, certificate of formation of limited liability company
and limited liability company agreement, or certificate of incorporation and
by-laws, as applicable; (iv) is in compliance with all other applicable
Requirements of Law, except for such noncompliances as individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect and
Requirements of Law that are stayed as a result of the commencement of the
Reorganization Cases; and (v) has made all necessary filings with, and has given
all necessary notices to, the FCC to the extent required for such ownership and
use with respect to the FCC Licenses, except for failures to file or give notice
which individually or in the aggregate would not reasonably be expected to have
a Material Adverse Effect.
Section 4.2 Corporate Power; Authorization; Enforceable Obligations.
Except as set forth in Schedule 4.2:
(a) The execution, delivery and performance by the Borrower and each
Guarantor of the Loan Documents to which it is a party and the consummation of
the transactions related to the financing contemplated hereby:
(i) are within its limited partnership, limited liability company or
corporate powers, as applicable;
(ii) have been duly authorized by all necessary limited partnership,
limited liability company or corporate action, as applicable;
(iii) do not and will not (A) contravene its respective certificate
of limited partnership or partnership agreement, certificate of limited
liability company or limited liability company agreement, or certificate
of incorporation or by-laws, as applicable, (B) upon entry of the
Financing Order by the Bankruptcy Court violate any other applicable or
enforceable Requirement of Law, or any applicable or enforceable order or
decree of any Governmental Authority or arbitrator, (C) result in the
breach of, or constitute a default under, or result in or permit the
termination or acceleration of, any
19
Contractual Obligation of the Borrower or any Guarantor, the effect of
which will not be subject to the automatic stay pursuant to section 362 of
the Bankruptcy Code or (D) result in the creation or imposition of any
Lien upon any of its property other than Liens in favor of the Lender
pursuant to the Loan Documents; and
(iv) do not require the consent of, authorization by, approval of,
notice to, acts by or filing or registration with, any Governmental
Authority or any other Person, except as otherwise ordered by the
Bankruptcy Court or required by the Bankruptcy Code or the Bankruptcy
Rules.
(b) This Agreement has been, and each of the other Loan Documents will
have been upon delivery thereof pursuant to Section 3.1, duly executed and
delivered for the benefit of or on behalf of each Credit Party party thereto.
This Agreement and the other Loan Documents will be, when delivered pursuant
hereto, the legal, valid and binding obligation of such Credit Party,
enforceable against it in accordance with its terms and the Financing Order.
Section 4.3 Ownership of Subsidiaries. Set forth on Schedule 4.3 is a
complete and accurate list, as of the Closing Date, of all Subsidiaries of the
Borrower and, as to each such Subsidiary, the exact legal name, jurisdiction of
its incorporation or organization, taxpayer identification number, the number of
shares authorized (in the case of capital stock) and the number and/or
percentage of such outstanding shares of each such class or partnership or
limited liability company interests owned (directly or indirectly) by the
Borrower, any other Grantor or any other owner. Except as set forth in Schedule
4.3, no Stock of any Subsidiary of the Borrower is subject to any outstanding
option, warrant, right of conversion or purchase or any similar right. All of
the outstanding Stock of each Subsidiary of the Borrower owned (directly or
indirectly) by the Borrower (including the Pledged Stock) has been duly and
validly issued and is owned by the Borrower or a Subsidiary of the Borrower,
free and clear of all Liens except those created under the Loan Documents and
the Financing Order. All of outstanding shares of Stock that are owned by the
Borrower of each Subsidiary that is a corporation are fully paid and
nonassessable. All partnership or limited liability company interests of each
Subsidiary that is a limited partnership or limited liability company, as the
case may be, owned by the Borrower are fully paid and nonassessable to the
extent required as of the date of this Agreement. Neither the Borrower nor any
such Subsidiary is a party to, or has knowledge of, any agreement restricting
the transfer or hypothecation of any Stock of any such Subsidiary, other than
the Loan Documents.
Section 4.4 Secured, Super Priority Obligations. (a) On and after the
Closing Date, the provisions of the Loan Documents and the Financing Order are
effective to create in favor of the Lender, legal, valid and perfected Liens on
and security interests (having the priority provided for herein and in the
Financing Order) in all right, title and interest in the Collateral, enforceable
against each Grantor that owns interest in such Collateral.
(b) All Obligations and all other amounts owing by the Borrower hereunder
and under the other Loan Documents and by the Guarantors under the Guaranty in
respect thereof will be secured pursuant to section 364(c)(2) of the Bankruptcy
Code and the Financing Order, by a first priority perfected security interest in
and Lien on, and mortgage against, all of
20
the Collateral and all Proceeds, rents and products of all of the foregoing and
all distributions thereon that are unencumbered as of the date hereof.
(c) All Obligations and all other amounts owing by the Borrower hereunder
and under the other Loan Documents and by the Guarantors under the Guaranty in
respect thereof will be secured pursuant to section 364(c)(3) of the Bankruptcy
Code and the Financing Order, by a perfected junior security interest in and
Lien on, and mortgage against, all of the Collateral that is subject to the
Permitted Liens.
(d) Pursuant to section 364(c)(1) of the Bankruptcy Code and the Financing
Order, all Obligations and other amounts owing by the Borrower hereunder and
under the other Loan Documents and by Guarantors under the Guaranty in respect
thereof at all times will constitute allowed super-priority administrative
expense claims in the Reorganization Cases having priority over all
administrative expenses of the kind specified in sections 503(b) or 507(b) of
the Bankruptcy Code, provided, however, that the foregoing super-priority
administrative claims (i) shall be subordinated to the Wind-Down Costs only to
the extent of the Wind Down Funds and (ii) shall not be paid from the Avoidance
Actions.
Section 4.5 Use of Proceeds. The proceeds of the Loans shall be used
solely by the Borrower to pay the Permitted Expenditures.
Section 4.6 Intellectual Property.
(a) Except as set forth in Schedule 4.6, the Borrower and its Subsidiaries
own or license or otherwise have the right to use all Intellectual Property that
is necessary for the operation of their respective businesses or otherwise held
by the Borrower and its Subsidiaries, without infringement upon or conflict with
the rights of any other Person with respect thereto, including all trade names
associated with any private label brands of the Borrower or any of its
Subsidiaries except where the failure to so own or license or otherwise obtain
the right to use, individually or in the aggregate, would not have a Material
Adverse Effect or where any such infringement or conflict, individually or in
the aggregate, would not have a Material Adverse Effect. Except as set forth in
Schedule 4.6, to the actual knowledge of the Borrower following reasonable
inquiry by its Responsible Officers, (a) no slogan or other advertising device,
product, process, method, substance, part or component, or other material now
employed, or now contemplated to be employed, in the ordinary course of business
by the Borrower or any of its Subsidiaries infringes upon or conflicts with any
rights owned by any other Person, except where any such infringement or
conflict, individually or in the aggregate, would not have a Material Adverse
Effect, and (b) as of the date of this Agreement, no material claim or
litigation regarding any of the foregoing is pending or threatened.
(b) Except as set forth on Schedule 4.6, no Grantor owns any material
Trademarks, Patents or Copyrights or has any material Trademarks, Patents or
Copyrights registered in, or the subject of pending applications in, the United
States Patent and Trademark Office or any similar office or agency in any other
country or any political subdivision thereof. The registrations for the
Collateral disclosed on Schedule 4.6 are valid and subsisting and in full force
and effect to the extent they are necessary for the operation of the business of
such Grantor in the reasonable business judgment of such Grantor and material to
the assets, properties,
21
condition (financial or otherwise), operations or prospects of the Borrower and
its Subsidiaries taken as a whole, except where the failure to maintain a valid
and subsisting registration with respect to such collateral, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. None of the material Patents or Copyrights necessary for the operation
of the business of such Grantor in the reasonable business judgment of such
Grantor have been abandoned or dedicated, except where such abandonment or
dedication, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.
Section 4.7 Pledged Collateral.
(a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC
Interests pledged hereunder by each Grantor constitutes that percentage of the
issued and outstanding equity of all classes of each issuer thereof as set forth
on the Pledged Collateral Schedule.
(b) (i) All of the Pledged Stock, Pledged Partnership Interests and
Pledged LLC Interests have been duly and validly issued and (ii) all of the
Pledged Stock is fully paid and nonassessable and, to the extent required as of
the date of this Agreement, all of the Pledged Partnership Interests and Pledged
LLC Interests are fully paid and nonassessable.
(c) Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, and general equitable principles (whether
considered in a proceeding in equity or at law).
(d) All Pledged Collateral consisting of certificated securities has been
delivered to the Lender on or prior to the Closing Date to the extent requested
by the Lender.
(e) Other than the Pledged Partnership Interests and the Pledged LLC
Interests that constitute General Intangibles, there is no Pledged Collateral
other than that represented by certificated securities in the possession of the
Lender on the Closing Date.
(f) No Person other than the Lender has control within the meaning of the
UCC over any Investment Property of such Grantor.
ARTICLE V
AFFIRMATIVE COVENANTS
As long as any of the Obligations or any portion of the Commitment remains
outstanding, unless the Lender otherwise consents in writing, the Borrower and
each Guarantor agrees with the Lender that:
Section 5.1 Compliance with Laws, Etc. The Borrower and each Guarantor
shall comply in all material respects with all applicable laws, rules,
regulations and orders, except where (a) the failure to comply would not
reasonably be expected to have a
22
Material Adverse Effect or (b) compliance is prohibited by, in conflict with, or
excused by, the Bankruptcy Code, the Bankruptcy Rules or order of the Bankruptcy
Court.
Section 5.2 Maintenance of Existence. The Borrower and each Guarantor
shall maintain and preserve, in each case as in effect on the date hereof, its
respective existence as a corporation or other form of business organization in
good standing, as the case may be, and all material rights, privileges, FCC
Licenses, Patents, Patent Licenses, Copyrights, Copyright Licenses, Trademarks,
Trademark Licenses, trade names and franchises necessary in the reasonable
business judgment of such Credit Party to the operations of the business of such
Credit Party, except where the failure to do so results solely from the
commencement of the Reorganization Cases and except as permitted in Section 6.3.
Section 5.3 Access. The Borrower and each Guarantor shall, at any
reasonable time and from time to time, upon prior reasonable notice, permit the
Lender, or any agents or representatives thereof, to (a) examine and make copies
of and abstracts from its records and books of account, (b) visit its properties
and inspect the Collateral of such Grantor, (c) discuss its affairs, finances
and accounts with any of its respective officers or directors and (d)
communicate directly with its independent certified public accountants.
Section 5.4 Keeping of Books. The Borrower and each Guarantor shall keep
proper books of record and account, in which full and correct entries in all
material respects shall be made of all of its financial transactions, assets and
business in conformity with GAAP and all Requirements of Law.
Section 5.5 Use of Proceeds. The Borrower shall use the entire amount of
the proceeds of the Loans only as provided in Section 4.5; provided, however,
that the Borrower shall not use the proceeds from any Loans for any purpose
(whether or not permitted pursuant to Section 4.5) that is improper under the
Bankruptcy Code.
Section 5.6 Further Assurances. The Borrower and each Guarantor shall
perform, make, execute and deliver all such additional and further acts, things,
deeds, occurrences and instruments as the Lender may reasonably require to
document and consummate the transactions contemplated hereby and to vest
completely in and ensure the Lender its respective rights under this Agreement,
the Notes and the other Loan Documents.
Section 5.7 Secured Indebtedness. To the knowledge of the Borrower, there
exists no indebtedness of the Borrower for borrowed money secured by any Lien
upon or in property owned by the Borrower as of the date hereof other than
Indebtedness in respect of the Existing DIP Loan Agreement.
ARTICLE VI
NEGATIVE COVENANTS
As long as any of the Obligations or any portion of the Commitment remains
outstanding, without the written consent of the Lender, the Borrower and each
Guarantor agrees with the Lender that, except to the extent necessary to
implement the Settlement Agreement between Loral Space & Communications Ltd. and
the Borrower (all agreements necessary to
23
implement such Settlement Agreement shall be subject to the approval of Lender,
such consent not to be unreasonably withheld or delayed):
Section 6.1 Liens, Etc. Neither the Borrower nor any of it Subsidiaries
shall create or suffer to exist any Lien upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign any right to
receive income, except for (collectively, the following are hereinafter referred
to as the "Permitted Liens"): (a) Liens created pursuant to the Loan Documents
and authorized by the Financing Order; (b) purchase money Liens upon or in any
property hereinafter acquired by the Borrower or such Subsidiary in the ordinary
course of business that are Permitted Expenditures to secure the purchase price
of such property or to secure Indebtedness incurred solely for the purpose of
financing the acquisition of such property, including Liens to secure Capital
Lease Obligations; (c) any Lien securing the renewal, extension or refunding of
any Indebtedness or other Obligation secured by any Lien permitted by subsection
(b) of this Section 6.1 without any increase in the amount secured thereby or in
the assets subject to such Lien; (d) Liens arising by operation of law in favor
of materialmen, mechanics, warehousemen, carriers, lessors or other similar
Persons incurred by the Borrower or such Subsidiary in the ordinary course of
business which secure its obligations to such Person; (e) Liens securing taxes,
assessments or governmental charges or levies, exclusive of any such Liens
asserted by the FCC; (f) Liens incurred in the ordinary course of business in
connection with workers' compensation, unemployment insurance, old-age pensions
and other social security benefits; (g) Liens securing the performance of
statutory obligations, surety and appeal bonds and other obligations of like
nature, incurred as an incident to and in the ordinary course of business, and
judgment liens; (h) zoning restrictions, easements, licenses, reservations and
similar restrictions on the use of real property or minor irregularities
incident thereto which do not in the aggregate materially detract from the value
or use of the property or assets of the Borrower or such Subsidiary or impair,
in any material manner, the use of such property for the purposes for which such
property is held by the Borrower or such Subsidiary; (i) valid, perfected and
enforceable Liens of record existing immediately prior to the Petition Date; and
(j) Liens created pursuant to the Existing DIP Loan Agreement so long as the
Existing DIP Loan Agreement remains effective.
Section 6.2 Indebtedness. Neither the Borrower nor any Guarantor shall
create or suffer to exist any Indebtedness except: (i) the Obligations; (ii)
Indebtedness outstanding on the Petition Date; (iii) current liabilities in
respect of taxes, assessments and governmental charges or levies incurred, or
Claims for labor, materials, inventory, services, supplies and rentals incurred,
or for goods or services purchased in the ordinary course of business of the
Borrower or such Guarantor; (iv) Indebtedness arising under any performance bond
reimbursement obligation entered into by the Borrower or such Guarantor; (v)
Indebtedness constituting Administrative Expenses or other administrative
expense obligations incurred in the Reorganization Cases, unless disallowed by
the Bankruptcy Court; (vi) Indebtedness otherwise permitted under this
Agreement; (vii) Indebtedness secured by Permitted Liens; and (viii)
Indebtedness under the Existing DIP Loan Agreement.
Section 6.3 Mergers, Sale of Assets. Etc. Except in connection with the
Investment Agreement, neither the Borrower nor any of its Subsidiaries shall (a)
directly or indirectly, by operation of law or otherwise, merge with,
consolidate with, acquire all or substantially all of the assets or Stock, or
otherwise combine with, any Person or form any
24
Subsidiary, (b) sell, convey, transfer, lease or otherwise dispose of any of its
assets or Stock or any interest therein to any Person, or permit or suffer any
other Person to acquire any interest in any of the assets of the Borrower or
such Subsidiary, except (i) the sale or disposition of Inventory or other assets
in the ordinary course of business or other tangible personal property which has
become obsolete or is replaced in the ordinary course of business, and (ii) the
rejection or assumption and assignment of executory contracts and unexpired
leases pursuant to section 365 of the Bankruptcy Code; provided that all
necessary approvals, including the approval of the Bankruptcy Court, have been
obtained, or (c) enter into agreements in respect of any of the foregoing
prohibited transactions.
Section 6.4 Investments. Neither the Borrower nor any of its Subsidiaries
shall make or commit to make any loan, extension of credit or capital
contribution to, or purchase of any stock, bonds, notes, debentures or other
securities of, or make any other investment in any Person (all such transactions
being called "Investments") except:
(a) Investments pursuant to the Investment Agreement;
(b) Investments in cash and cash equivalents;
(c) Investments existing on the date hereof; or
(d) Investments made in any Person that are Permitted Expenditures.
Section 6.5 Restricted Payments. Neither the Borrower nor any of its
Subsidiaries shall, except to the extent provided in the Plan of Reorganization,
and not inconsistent with the Approved Budget, (a) declare, pay or make or
permit any Subsidiary to declare, pay or make (i) any dividends or other
distributions with respect to Stock or rights to acquire Stock or any payment on
account of such Stock, or (ii) any payment of principal or payment of interest
on account of any of its Indebtedness incurred prior to the commencement of the
Reorganization Cases, except as otherwise ordered by the Bankruptcy Court, (b)
set apart assets for a sinking or any analogous fund for the purchase,
redemption, or retirement or other acquisition of, any shares of its Stock or
rights to acquire Stock or any of its Indebtedness or (c) purchase, defease,
acquire, or redeem any of its Indebtedness; provided that the Borrower may make
required or permitted payments or prepayments on the Loans.
Section 6.6 Transactions With Affiliates. Neither the Borrower nor any of
its Subsidiaries shall enter into any transaction, including any purchase, sale,
lease or exchange of property or the rendering of any service, with any
Affiliate or employee, except transactions that are (a) contemplated by this
Agreement, (b) contemplated by the Investment Agreement, or (c) in the ordinary
course of the Borrower's or such Subsidiary's business and are Permitted
Expenditures.
Section 6.7 Permitted Expenditures. Neither the Borrower nor any of its
Subsidiaries shall make any expenditure that is not a Permitted Expenditure.
Section 6.8 Amendment of Charter or Bylaws. Neither the Borrower nor any
of its Subsidiaries shall, except as set forth in the Plan of Reorganization,
amend its
25
partnership agreement, certificate or articles of incorporation or other
equivalent organizational documents to revise, in any material respect from
their form on the date hereof.
ARTICLE VII
TERMINATION
Section 7.1 Termination; Acceleration. Upon the termination of the
Investment Agreement (other than as a result of a Borrower Termination Event) or
the occurrence and during the continuation of any Event of Default, without
further order of, application to, or action by, the Bankruptcy Court and without
limiting any other right or remedy, the Lender may, by written notice to the
Borrower and the Committee in accordance with Section 10.2, (a) declare that all
or any portion of the Commitment be terminated, whereupon the obligation of the
Lender to make Loans shall immediately terminate, and (b) declare the Loans, the
PIK Interest Note, all accrued interest thereon and all other amounts and
Obligations payable under this Agreement and the Notes to be forthwith due and
payable, whereupon the Loans, the PIK Interest Note, all such interest and all
such amounts and Obligations shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower.
Section 7.2 Standstill Period; Exercise of Remedies. Upon expiration of
the applicable Standstill Period following the Lender's written notice of
termination and acceleration given pursuant to Section 7.1, the automatic stay
provided in section 362 of the Bankruptcy Code shall be deemed automatically
vacated without further action or order of the Bankruptcy Court and the Lender
shall be entitled to exercise all of its rights and remedies under the Loan
Documents and applicable law, including, without limitation, all rights and
remedies with respect to the Collateral and the Guarantors.
Section 7.3 Intentionally Omitted.
Section 7.4 Borrower Termination Event. Upon the occurrence and during the
continuation of a Borrower Termination Event, the Borrower may, by written
notice to the Lender, terminate this Agreement, upon which termination the
Borrower shall pay to the Lender in full the aggregate outstanding principal
amount of the Loans, the PIK Interest Note and all interest thereon accrued
through the date of such termination. In addition, upon such termination and the
payment in full to the Lender of the Loans, the PIK Interest Note and the
accrued interest thereon, the Borrower shall have no further obligations
hereunder, under any other Loan Documents or the Investment Agreement (other
than indemnification of other contingent obligations that expressly survive
repayment of the Term Loans under this Agreement).
Section 7.5 Other Termination. In the event the Term Loan Draw Conditions
have not been met or otherwise waived on or before May 29, 2003, either the
Lender or the Borrower may, by written notice to each other and the Committee,
terminate this Agreement. Upon such termination, neither the Lender, ICO nor any
Credit Party shall have any further obligation hereunder, under any other Loan
Document or under the Investment Agreement.
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ARTICLE VIII
GUARANTY
Section 8.1 The Guaranty. In order to induce the Lender to enter into this
Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by each Guarantor from the proceeds of the Loans, each
Guarantor hereby agrees with the Lender that such Guarantor hereby
unconditionally and irrevocably, jointly and severally, guarantees as primary
obligor and not merely as surety the full and prompt payment and performance by
the Borrower when due, whether upon maturity, by acceleration or otherwise, of
any and all of the Obligations of the Borrower to the Lender. If any or all of
the Obligations of the Borrower to the Lender become due and payable hereunder,
each Guarantor, jointly and severally, unconditionally promises to pay such
Obligations to the Lender, or order, on demand, together with any and all
reasonable expenses which may be incurred by the Lender in collecting any of the
Obligations.
Section 8.2 Nature of Liability. The liability of each Guarantor hereunder
is exclusive and independent of any security for or other guaranty of the
Obligations of the Borrower whether executed by such Guarantor, any other
Guarantor, any other guarantor or by any other party, and the liability of each
Guarantor hereunder shall not be affected or impaired by (a) any direction as to
application of payment by the Borrower or by any other party, or (b) any other
continuing or other guaranty, undertaking or maximum liability of a guarantor or
of any other party as to the Obligations of the Borrower, or (c) any payment on
or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower, or (e) any payment made to the Lender in respect of the Obligations
which the Lender is required to repay to the Borrower pursuant to court order in
any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and each Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding.
Section 8.3 Independent Obligation. The obligations of each Guarantor
hereunder are independent of the obligations of any other Guarantor, any other
guarantor or the Borrower, and a separate action or actions may be brought and
prosecuted against each Guarantor whether or not action is brought against any
other Guarantor, any other guarantor or the Borrower and whether or not any
other Guarantor, any other guarantor or the Borrower be joined in any such
action or actions. Each Guarantor waives, to the fullest extent permitted by
law, the benefit of any statute of limitations affecting its liability hereunder
or the enforcement thereof. Any payment by the Borrower or other circumstance
which operates to toll any statute of limitations as to the Borrower shall
operate to toll the statute of limitations as to the Guarantor.
Section 8.4 Authorization. Each Guarantor authorizes the Lender without
notice or demand (except as shall be required by applicable statute and cannot
be waived), and without affecting or impairing its liability hereunder, from
time to time to:
(a) change the manner or place of payment of, and/or change or extend the
time of payment of, renew, accelerate or alter, any of the Obligations, any
security therefor, or
27
any liability incurred directly or indirectly in respect thereof, and the
Guaranty herein made shall apply to the Obligations as so changed, extended,
renewed or altered;
(b) take and hold security for the payment of the Obligations and sell,
exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, the Obligations or any liabilities (including any
of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against the Borrower or
others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, guarantors, the
Borrower or other obligors;
(e) settle or compromise any of the Obligations, any security therefor or
any liability (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, or subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of the Borrower to
its creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the Borrower to the Lender regardless of what
liability or liabilities of such Guarantor or the Borrower remain unpaid; and/or
(g) consent to or waive any breach of, or any act, omission or default
under, this Agreement or any of the instruments or agreements referred to
herein, or otherwise amend, modify or supplement this Agreement or any of such
other instruments or agreements.
Section 8.5 Reliance. It is not necessary for the Lender to inquire
into the capacity or powers of the Borrower or its Subsidiaries or the
officers, directors, partners or agents acting or purporting to act on its
behalf, and any Obligations made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.
Section 8.6 Subordination. Any of the Indebtedness of the Borrower
now or hereafter owing to any Guarantor is hereby subordinated to the
Obligations of the Borrower; provided, however, that payment may be made
by the Borrower on any such Indebtedness owing to such Guarantor so long
as the same is not prohibited by this Agreement; and provided further,
that if the Lender so requests at a time when a Lender Termination Event
exists, all such Indebtedness of the Borrower to such Guarantor shall be
collected, enforced and received by such Guarantor as trustee for the
Lender and be paid over to the Lender on account of the Obligations of the
Borrower to the Lender, but without affecting or impairing in any manner
the liability of such Guarantor under the other provisions of this
Guaranty. Prior to the transfer by any Guarantor of any note or negotiable
instrument evidencing any of the Indebtedness of the Borrower to such
Guarantor, such Guarantor shall ▇▇▇▇ such note or negotiable instrument
with a legend that the same is subject to this subordination.
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Section 8.7 Waiver. Subject to Section 9.10, the expiration of the
applicable Standstill Period and the giving of notice as required by the
Financing Order:
(a) Each Guarantor waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Lender to (i) proceed
against the Borrower, any other Guarantor, any other guarantor or any other
party, (ii) proceed against or exhaust any security granted by the Borrower, any
other Guarantor, any other guarantor or any other party or (iii) pursue any
other remedy in the Lender's power whatsoever. Each Guarantor waives (except as
shall be required by applicable statute and cannot be waived) any defense based
on or arising out of any defense of the Borrower, any other Guarantor, any other
guarantor or any other party other than payment in full of the Obligations,
including, without limitation, any defense based on or arising out of the
disability of the Borrower, any other Guarantor, any other guarantor or any
other party, or the unenforceability of the Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of the Borrower
other than payment in full of the Obligations. The Lender may, at its election,
foreclose on any security held by the Lender by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or
exercise any other right or remedy the Lender may have against the Borrower or
any other party, or any security, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been paid. Each Guarantor waives any defense arising out of any such election by
the Lender, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other party or any security.
(b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
Obligations. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Obligations and
the nature, scope and extent of the risks which such Guarantor assumes and
incurs hereunder, and agrees that the Lender shall have no duty to advise such
Guarantor of information known to it regarding such circumstances or risks.
ARTICLE IX
SECURITY
Section 9.1 Security.
(a) To induce the Lender to make the Loans, each Grantor hereby grants to
the Lender, as security for the full and prompt payment when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations, a continuing
first (or junior, as the case may be) priority Lien and security interest
(subject only to the Permitted Liens) in accordance with sections 364(c)(2) and
(3) of the Bankruptcy Code in and to all Collateral of such Grantor. For
purposes of this Agreement, all of the following property now owned or at any
time hereafter acquired by a Grantor or in which a Grantor now has or at any
time in the future may acquire any right, title or interests is collectively
referred to as the "Collateral":
29
(i) All cash and cash equivalents;
(ii) all Accounts;
(iii) all Accounts Receivable and Accounts Receivable Records;
(iv) all books and Records pertaining to the property described in
this Section 9.1;
(v) all Chattel Paper;
(vi) all Documents;
(vii) all Equipment;
(viii) all General Intangibles, including all Intellectual Property
and that portion of the Pledged Collateral constituting General
Intangibles (provided, however, that notwithstanding any other provision
in this Agreement or any other Loan Document, the Collateral shall not
include any FCC Licenses now owned or at any time hereafter acquired by
any Grantor);
(ix) all Instruments;
(x) all Insurance;
(xi) all Inventory;
(xii) all Investment Property and that portion of the Pledged
Collateral constituting Investment Property;
(xiii) all other Goods and personal property of such Grantor,
whether tangible or intangible, wherever located;
(xiv) all Payment Intangibles;
(xv) all property of any Grantor held by the Lender, including all
property of every description, in the possession or custody of or in
transit to the Lender for any purpose, including safekeeping, collection
or pledge, for the account of such Grantor, or as to which such Grantor
may have any right or power;
(xvi) all Real Property;
(xvii) to the extent not otherwise included, all monies and other
property of any kind which is, after the Closing Date, received by such
Grantor in connection with refunds with respect to taxes, assessments and
governmental charges imposed on such Grantor or any of its property or
income;
(xviii) all causes of action and all monies and other property of
any kind received therefrom by any Grantor;
30
(xix) to the extent not otherwise included, all Pledged Collateral;
(xx) to the extent not otherwise included, all Collateral Support
and Supporting Obligations;
(xxi) to the extent not otherwise included, all Proceeds of each of
the foregoing and the sale of the FCC Licenses and all accessions to,
substitutions and replacements for, and rents, profits and products of,
each of the foregoing, any and all proceeds of insurance, indemnity,
warranty or guaranty payable to any Grantor from time to time with respect
to any of the foregoing;
(xxii) deposit accounts; and
(xxiii) commercial tort claims
provided that the Collateral shall expressly exclude the Wind-Down Funds and the
Avoidance Actions and all monies and other property of any kind received
therefrom by any Grantor.
Section 9.2 Perfection of Security Interests. The Liens and security
interests granted herein shall be deemed valid, enforceable and perfected
by entry of the Financing Order. No financing statement, notice of lien,
mortgage, deed of trust or similar instrument in any jurisdiction or
filing office need be filed or any other action taken in order to
validate, perfect, maintain, protect or enforce the Liens and security
interests granted by or pursuant to this Agreement and the Financing
Order.
Section 9.3 Rights of Lender; Limitations on Lender's Obligations.
Subject to Section 9.10, the expiration of the applicable Standstill
Period and the giving of notice as required by the Financing Order and in
any event not inconsistent with the Approved Budget:
(a) Subject to each Grantor's rights and duties under the Bankruptcy Code
(including section 365 of the Bankruptcy Code), it is expressly agreed by each
Grantor that, anything herein to the contrary notwithstanding, such Grantor
shall remain liable under its Contracts to observe and perform all the
conditions and obligations to be observed and performed by it thereunder. The
Lender shall not have any obligation or liability under any Contract by reason
of or arising out of this Agreement, the Loan Documents, or the granting to the
Lender of a security interest therein or the receipt by the Lender of any
payment relating to any Contract pursuant hereto, nor shall the Lender be
required or obligated in any manner to perform or fulfill any of the obligations
of any Grantor under or pursuant to any Contract, or to make any payment, or to
make any inquiry as to the nature or the sufficiency of any payment received by
it or the sufficiency of any performance by any party under any Contract, or to
present or file any claim, or to take any action to collect or enforce any
performance or the payment of any amounts which may have been assigned to it or
to which it may be entitled at any time or times.
(b) Subject to Section 9.5, the Lender authorizes each Grantor to collect
its Accounts, provided that such collection is performed in accordance with such
Grantor's
31
customary procedures, and the Lender may, upon the occurrence and during the
continuation of any Lender Termination Event and without notice limit or
terminate said authority at any time.
(c) The Lender may at any time, upon the occurrence and during the
continuation of any Lender Termination Event, after first notifying the Borrower
of its intention to do so, notify Account Debtors, notify the other parties to
the Contracts of the Borrower or any other Grantor, notify obligors of
Instruments and Investment Property of the Borrower or any other Grantor and
notify obligors in respect of Chattel Paper of the Borrower or any other Grantor
that the right, title and interest of the Borrower or such Grantor in and under
such Accounts, such Contracts, such Instruments, such Investment Property and
such Chattel Paper have been assigned to the Lender and that payments shall be
made directly to the Lender. Upon the request of the Lender, the Borrower or
such other Grantor will so notify such Account Debtors, such parties to
Contracts, obligors of such Instruments and Investment Property and obligors in
respect of such Chattel Paper. Upon the occurrence and during the continuation
of an Event of Default, the Lender may in its own name, or in the name of
others, communicate with such parties to such Accounts, Contracts, Instruments,
Investment Property and Chattel Paper to verify with such Persons to the
Lender's reasonable satisfaction the existence, amount and terms of any such
Accounts, Contracts, Instruments, Investment Property or Chattel Paper.
Section 9.4 Covenants of the Grantors with Respect to Collateral.
Subject to Section 9.10, the expiration of the applicable Standstill
Period and the giving of notice as required by the Financing Order and in
any event not inconsistent with the Approved Budget, each Grantor hereby
covenants and agrees with the Lender that from and after the date of this
Agreement and until all the Obligations are fully satisfied:
(a) Limitations on Modifications of Accounts. Such Grantor will not,
without the Lender's prior written consent, grant any extension of the time of
payment of any of the Accounts, Chattel Paper or Instruments, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any Person liable for the payment thereof, or allow any credit
or discount whatsoever thereon other than any of the foregoing which are done in
the ordinary course of business, consistent with past practices and trade
discounts granted in the ordinary course of business of such Grantor.
(b) Notices. Such Grantor will advise the Lender promptly, in reasonable
detail, (i) of any Lien asserted against any of the Collateral other than
Permitted Liens, and (ii) of the occurrence of any other event which would have
a Material Adverse Effect with respect to the aggregate value of the Collateral
or on the security interests created hereunder.
(c) Pledged Collateral.
(i) Upon request of the Lender, such Grantor will deliver to the
Lender, all certificates representing or evidencing any Pledged
Collateral, whether now arising or hereafter acquired, in suitable form
for transfer by delivery or, as applicable, accompanied by such Grantor's
endorsement, where necessary, or duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Lender.
Upon the occurrence and during the continuation of a Lender Termination
Event, the Lender shall have the right, at any time in its discretion and
without notice to
32
the Grantor, to transfer to or to register in its name or in the name of
its nominees any or all of the Pledged Collateral. The Lender shall have
the right at any time to exchange certificates or instruments representing
or evidencing any of the Pledged Collateral for certificates or
instruments of smaller or larger denominations.
(ii) Except as provided in Section 9.7, such Grantor shall be
entitled to receive all cash dividends paid in respect of the Pledged
Collateral (other than liquidating or distributing dividends) with respect
to the Pledged Collateral. Any sums paid upon or in respect of any of the
Pledged Collateral upon the liquidation or dissolution of any issuer of
any of the Pledged Collateral, any distribution of capital made on or in
respect of any of the Pledged Collateral or any property distributed upon
or with respect to any of the Pledged Collateral pursuant to the
recapitalization or reclassification of the capital of any issuer of
Pledged Collateral or pursuant to the reorganization thereof shall, unless
otherwise subject to a perfected security interest in favor of the Lender,
be delivered to the Lender to be held by it hereunder as additional
collateral security for the Obligations. If any sums of money or property
so paid or distributed in respect of any of the Pledged Collateral shall
be received by such Grantor, such Grantor shall, until such money or
property is paid or delivered to the Lender, hold such money or property
in trust for the Lender, segregated from other funds of such Grantor, as
additional security for the Obligations.
(iii) Except as provided in Section 9.7, such Grantor will be
entitled to exercise all voting, consent and corporate rights with respect
to the Pledged Collateral; provided that no vote shall be cast, consent
given or right exercised or other action taken by such Grantor which would
impair the Collateral or which would be inconsistent with or result in any
violation of any provision of this Agreement or any other Loan Document
or, without prior notice to the Lender, to enable or take any other action
to permit any issuer of Pledged Collateral to issue any stock or other
equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any
stock or other equity securities of any nature of any issuer of Pledged
Collateral.
(iv) In the case of each Grantor which is an issuer of Pledged
Collateral, such Grantor agrees to be bound by the terms of this Agreement
relating to the Pledged Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it. In the case of each
Grantor which is a partner in a Partnership, such Grantor hereby consents
to the extent required by the applicable Partnership agreement to the
pledge by each other Grantor, pursuant to the terms hereof, of the Pledged
Partnership Interests in such Partnership pursuant to the terms hereof and
to the transfer of such Pledged Partnership Interests to the Lender or its
nominee and to the substitution of the Lender or its nominee as a
substituted partner in such Partnership, subject to the terms hereof, with
all the rights, powers and duties of a general partner or a limited
partner, as the case may be. In the case of each Grantor which is a member
of a limited liability company, such Grantor hereby consents to the extent
required by the applicable a limited liability company agreement to the
pledge by each other Grantor, pursuant to the terms hereof, of the Pledged
LLC Interests in such limited liability company and to the transfer of
such Pledged LLC Interests to the Lender or its nominee and to the
substitution of the Lender or its nominee as a substituted member of the
limited liability company pursuant
33
to the terms hereof with all the rights, powers and duties of a member of
the limited liability company in question.
(v) Such Grantor will not agree to any amendment of a constituent
document that in any way adversely affects the perfection of the security
interest of the Lender in the Pledged Partnership Interests or Pledged LLC
Interests pledged by such Grantor hereunder, including electing to treat
the membership interest or partnership interest of such Grantor as a
security under section 8-103 of the UCC.
(d) Intellectual Property.
(i) Such Grantor will (i) continue to use each Trademark that is
material Intellectual Property in order to maintain such Trademark in full
force and effect with respect to each class of goods for which such
Trademark is currently used in the ordinary course of business, free from
any claim of abandonment for non-use, (ii) maintain as in the past the
quality of products and services offered under such Trademark in the
ordinary course of business, (iii) use such Trademark in the ordinary
course of business with the appropriate notice of registration and all
other notices and legends required by applicable Requirements of Law, (iv)
not adopt or use any ▇▇▇▇ in the ordinary course of business which is
confusingly similar or a colorable imitation of such Trademark unless the
Lender shall obtain a perfected security interest in such ▇▇▇▇ pursuant to
this Agreement and (v) not do any act or knowingly omit to do any act
whereby such Trademark may become invalidated or impaired in any way in
the ordinary course of business.
(ii) Such Grantor will not do any act, or omit to do any act,
whereby any Patent which is material Intellectual Property may become
forfeited, abandoned or dedicated to the public unless such act or
omission would not reasonably be expected to have a Material Adverse
Effect.
(iii) Such Grantor (i) will not (and will not permit any licensee
or sublicensee thereof to) do any act or omit to do any act whereby any
portion of the Copyrights which is material Intellectual Property may
become invalidated or otherwise impaired and (ii) will not (either itself
or through licensees) do any act whereby any portion of the Copyrights
which is material Intellectual Property may fall into the public domain
unless such act or omission would not reasonably be expected to have a
Material Adverse Effect.
(iv) Such Grantor will not do any act, or omit to do any act,
whereby any trade secret which is material Intellectual Property may
become publicly available or otherwise unprotectable unless such act or
omission would not reasonably be expected to have a
Material Adverse Effect.
(v) Such Grantor will not do any act that knowingly uses any
material Intellectual Property to infringe the intellectual property
rights of any other Person unless such act or omission would not
reasonably be expected to have a Material Adverse Effect.
34
(vi) Such Grantor will notify the Lender immediately if it knows,
or has reason to know, that any application or registration relating to
any material Intellectual Property may become forfeited, abandoned or
dedicated to the public, or of any adverse determination or development
(including the institution of, or any such determination or development
in, any proceeding in the United States Patent and Trademark Office, the
United States Copyright Office or any court or tribunal in any country)
regarding such Grantor's ownership of, right to use, interest in, or the
validity of, any material Intellectual Property or such Grantor's right to
register the same or to own and maintain the same, unless such event would
not reasonably be expected to have a Material Adverse Effect.
(vii) Whenever such Grantor, either by itself or through any
agent, licensee or designee, shall file an application for the
registration of any material Intellectual Property with the United States
Patent and Trademark Office, the United States Copyright Office or any
similar office or agency within or outside the United States, such Grantor
shall report such filing to the Lender within (5) five Business Days after
the last day of the fiscal quarter in which such filing occurs.
(viii) Such Grantor will take all reasonable actions necessary or
requested by the Lender, including in any proceeding before the United
States Patent and Trademark Office, the United States Copyright Office or
any similar office or agency, to maintain and pursue each application (and
to obtain the relevant registration) and to maintain each registration of
any Copyright, Trademark or Patent that is material Intellectual Property,
including filing of applications for renewal, affidavits of use,
affidavits of incontestability and opposition and interference and
cancellation proceedings.
(ix) In the event that any material Intellectual Property is
infringed upon or misappropriated or diluted by a third party and such
event would be reasonably likely to result in a Material Adverse Effect,
such Grantor shall notify the Lender promptly after such Grantor learns
thereof. Such Grantor shall take appropriate action in response to such
infringement, misappropriation or dilution, including promptly bringing
suit for infringement, misappropriation or dilution and to recover any and
all damages for such infringement, misappropriation or dilution, and shall
take such other actions may be appropriate in its reasonable judgment
under the circumstances to protect such material Intellectual Property.
Section 9.5 Performance by Lender of the Grantors' Obligations.
Subject to Section 9.10, the expiration of the applicable Standstill
Period and the giving of notice as required by the Financing Order, if any
Grantor fails to perform or comply with any of its agreements contained
herein and the Lender, as provided for by the terms of this Agreement,
shall itself perform or comply, or otherwise cause performance or
compliance, with such agreement, the expenses of the Lender incurred in
connection with such performance or compliance, together with interest
thereon at the rate then in effect in respect of the Loan, shall be
payable by such Grantor to the Lender on demand and shall constitute
Obligations secured by the Collateral. Performance of such Grantor's
obligations as permitted under this Section 9.5 shall in no way constitute
a violation of the
35
automatic stay provided by section 362 of the Bankruptcy Code and each
Grantor hereby waives applicability thereof.
Section 9.6 Limitation on Lender's Duty in Respect of Collateral.
The Lender shall not have any duty as to any Collateral in its possession
or control or in the possession or control of any agent or nominee of it
or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto, except that the Lender
shall, with respect to the Collateral in its possession or under its
control, deal with such Collateral in the same manner as the Lender deals
with similar property for its own account. Upon request of the Borrower,
the Lender shall account for any moneys received by it in respect of any
foreclosure on or disposition of the Collateral of any Grantor.
Section 9.7 Remedies, Rights Upon Lender Termination Event. Subject
to Section 9.10, the expiration of the applicable Standstill Period and
the giving of notice as required by the Financing Order:
(a) If any Lender Termination Event shall occur and be continuing, the
Lender may exercise in addition to all other rights and remedies granted to it
in this Agreement and in any other Loan Document, any or all of the following
rights, remedies and recourses, either successively or concurrently:
(i) all rights and remedies of a secured party under the UCC or
other applicable law. Without limiting the generality of the foregoing,
each Grantor expressly agrees that in any such event the Lender, without
demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private
sale) to or upon such Grantor or any other Person (all and each of which
demands, advertisements and/or notices are hereby expressly waived to the
maximum extent permitted by the UCC and other applicable law), may
forthwith collect, receive, appropriate and realize upon the Collateral,
or any part thereof, and/or may forthwith sell, lease, assign, give an
option or options to purchase, or sell or otherwise dispose of and deliver
said Collateral (or contract to do so), or any part thereof, in one or
more parcels at public or private sale or sales, at any exchange or
broker's board or at any of the Lender's offices or elsewhere at such
prices at it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Lender shall have the right
upon any such public sale or sales to purchase the whole or any part of
said Collateral so sold, free of any right or equity of redemption, which
equity of redemption each Grantor hereby releases to the extent permitted
by applicable law. Each Grantor further agrees, at the Lender's request,
to assemble the Collateral and make it available to the Lender at places
which the Lender shall reasonably select, whether at such Grantor's
premises or elsewhere. The Lender shall apply the proceeds of any such
collection, recovery, receipt, appropriation, realization or sale (net of
all expenses incurred by the Lender in connection therewith, including,
without limitation, attorney's fees and expenses), to the Obligations in
any order deemed appropriate by the Lender, such Grantor remaining liable
for any deficiency remaining unpaid after such application, and only after
so paying over such net proceeds and after the payment by the Lender of
any other amount required by any provision of law, including, without
limitation, the UCC,
36
need the Lender account for the surplus, if any, to such Grantor. To the
maximum extent permitted by applicable law, each Grantor waives all
claims, damages, and demands against the Lender arising out of the
repossession, retention or sale of the Collateral except such as arise out
of the gross negligence or willful misconduct of the Lender. Each Grantor
agrees that the Lender need not give more than ten (10) days' notice to
the Borrower (which notification shall be deemed given when mailed or
delivered on an overnight basis, postage prepaid, addressed to the
Borrower at its address set forth in Section 10.2) of the time and place
of any public sale of Collateral or of the time after which a private sale
may take place and that such notice is reasonable notification of such
matters. The Lender and its agents shall have the right to enter upon any
real property owned or leased by any Grantor to exercise any of its rights
or remedies under this Agreement. The Lender shall not be obligated to
make any sale of Collateral regardless of notice of sale having been
given. The Lender may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and any such sale
may, without further notice, be made at the time and place to which it was
adjourned. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or disposition of the Collateral are insufficient to
pay its Obligations and all other amounts to which the Lender is entitled,
the Grantors also being liable for the fees and expenses of any attorneys
employed by the Lender to collect such deficiency.
(ii) Either in person or by agent, with or without bringing any
action or proceeding, or by a receiver appointed by a court and without
regard to the adequacy of its security, enter upon the Real Property and
take possession of the Collateral, or any part thereof, without force or
with such force as is permitted by law and without notice or process or
with such notice or process as is required by law, unless such notice and
process is waivable, in which case Grantor hereby waives such notice and
process, and do any and all acts and perform any and all work which may be
desirable or necessary in Lender's judgment to preserve the value,
marketability or rentability of the Collateral.
(iii) Upon, or at any time prior or after, initiating the exercise
of any power of sale, instituting any judicial foreclosure or instituting
any other foreclosure of the liens and security interests provided for
herein or any other legal proceedings hereunder, make application to a
court of competent jurisdiction for appointment of a receiver for all or
any part of the Collateral, as a matter of strict right and without notice
to Grantors and without regard to the adequacy of the Collateral for the
repayment of the Obligations or the solvency of Borrower or any person or
persons liable for the payment of the Obligations, and Grantors hereby
irrevocably consent to such appointment, waive any and all notices of and
defenses to such appointment and agree not to oppose any application
therefor by Lender, but nothing herein is to be construed to deprive
Lender of any other right, remedy or privilege Lender may now have under
the law to have a receiver appointed. Any such receiver shall have all of
the usual powers and duties of receivers in similar cases, including,
without limitation, the full power to hold, develop, rent, lease, manage,
maintain, operate and otherwise use or permit the use of the Collateral
upon such terms and conditions as said receiver may deem to be prudent and
reasonable under the circumstances as more fully set forth in Section 9.9
below.
37
(iv) Immediately commence an action to foreclose the real property
liens granted hereunder in the manner provided for foreclosure of
leasehold deeds of trust.
(v) Proceed by suit or suits, at law or in equity to enforce the
payment of the Obligations, to foreclose the liens and security interests
granted hereunder as against all or any part of the Collateral, and to
have all or any part of the Collateral sold under the judgment or decree
of a court of competent jurisdiction. This remedy shall be cumulative of
any other non-judicial remedies available to Lender with respect to the
Loan Documents. Proceeding with such judicial remedies or receiving a
judgment for legal relief shall not be or be deemed to be an election of
remedies or bar any available non-judicial remedy of Lender.
(b) Each Grantor hereby waives presentment, demand, protest or any notice
(to the maximum extent permitted by applicable law) of any kind in connection
with this Agreement or any Collateral.
(c) Pledged Collateral.
(i) During the continuance of a Lender Termination Event, if the
Lender shall give notice of its intent to exercise such rights to the
relevant Grantor or Grantors, (i) the Lender shall have the right to
receive any and all cash dividends, payments or other Proceeds paid in
respect of the Pledged Collateral and make application thereof to the
Obligations in the order set forth herein, and (ii) the Lender or its
nominee may exercise (A) all voting, consent, corporate and other rights
pertaining to the Pledged Collateral at any meeting of shareholders,
partners or members, as the case may be, of the relevant issuer or issuers
of Pledged Collateral or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to the Pledged Collateral as if it were the absolute
owner thereof (including the right to exchange at its discretion any and
all of the Pledged Collateral upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the
corporate structure of any issuer of Pledged Collateral, the right to
deposit and deliver any and all of the Pledged Collateral with any
committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Lender may determine), all
without liability except to account for property actually received by it,
but the Lender shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing.
(ii) In order to permit the Lender to exercise the voting and
other consensual rights which it may be entitled to exercise pursuant
hereto and to receive all dividends and other distributions which it may
be entitled to receive hereunder, (i) each Grantor shall promptly execute
and deliver (or cause to be executed and delivered) to the Lender all such
proxies, dividend payment orders and other instruments as the Lender may
from time to time reasonably request and (ii) without limiting the effect
of clause (i) above, such Grantor hereby grants to the Lender an
irrevocable proxy to vote all or any part of the Pledged Collateral and to
exercise all other rights, powers, privileges and remedies to which a
holder of the Pledged Collateral would be entitled (including giving
38
or withholding written consents of shareholders, partners or members, as
the case may be, calling special meetings of shareholders, partners or
members, as the case may be, and voting at such meetings), which proxy
shall be effective, automatically and without the necessity of any action
(including any transfer of any Pledged Collateral on the record books of
the issuer thereof) by any other person (including the issuer of such
Pledged Collateral or any officer or agent thereof) during the continuance
of a Lender Termination Event and which proxy shall only terminate upon
the payment in full of the Obligations.
(iii) Each Grantor hereby expressly authorizes and instructs each
issuer of any Pledged Collateral pledged hereunder by such Grantor to (i)
comply with any instruction received by it from the Lender in writing that
(A) states that an Event of Default has occurred and is continuing and (B)
is otherwise in accordance with the terms of this Agreement, without any
other or further instructions from such Grantor, and each Grantor agrees
that such issuer shall be fully protected in so complying and (ii) unless
otherwise expressly permitted hereby, pay any dividends or other payments
with respect to the Pledged Collateral directly to the Lender.
Section 9.8 The Lender's Appointment as Attorney-in-Fact. Subject
to Section 9.10, the expiration of the applicable Standstill Period and
the giving of notice as required by the Financing Order:
(a) Each Grantor hereby irrevocably constitutes and appoints the Lender
and any officer or agent thereof, with full power of substitution, as its and
its Subsidiaries true and lawful attorney-in-fact with full irrevocable power
and authority in the place and stead of such Grantor and in the name of such
Grantor, or in its own name, from time to time in the Lender's discretion, for
the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute and deliver any and all documents and
instruments which may be necessary and desirable to accomplish the purposes of
this Agreement and the transactions contemplated hereby, and, without limiting
the generality of the foregoing, hereby gives the Lender the power and right, on
behalf of such Grantor, without notice to or assent by such Grantor to do the
following:
(i) to ask, demand, collect, receive and give acquittances and
receipts for any and all moneys due and to become due under any Collateral
and, in the name of such Grantor, its own name or otherwise, to take
possession of and endorse and collect any checks, drafts, notes,
acceptances or other Instruments for the payment of moneys due under any
Collateral and to file any claim or to take any other action or proceeding
in any court of law or equity or otherwise deemed appropriate by the
Lender for the purpose of collecting any and all such moneys due under any
Collateral whenever payable and to file any claim or to take any other
action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Lender for the purpose of collecting any and all such
moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against the Collateral, to
effect any
39
repairs or any insurance called for by the terms of this Agreement and to
pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of
the Collateral to make payment of any and all moneys due and to become due
thereunder, directly to the Lender or as the Lender shall direct; (B) to
receive payment of and receipt for any and all moneys, claims and other
amounts due, and to become due at any time, in respect of or arising out
of any Collateral; (C) to sign and indorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications and notices in connection with
accounts and other documents constituting or relating to the Collateral;
(D) to commence and prosecute any suits, actions or proceedings at law or
equity in any court of competent jurisdiction to collect the Collateral or
any part thereof and to enforce any other right in respect of any
Collateral; (E) to defend any suit, action or proceeding brought against
any Grantor with respect to any Collateral of such Grantor; (F) to settle,
compromise or adjust any suit, action or proceeding described above and,
in connection therewith, to give such discharges or releases as the Lender
may deem appropriate; (G) to license or, to the extent permitted by an
applicable license, sublicense, whether general, special or otherwise, and
whether on an exclusive or non-exclusive basis, any trademarks, throughout
the world for such term or terms, on such conditions, and in such manner,
as the Lender shall in its sole discretion determine; and (H) generally to
sell, transfer, pledge, make any agreement with respect to or otherwise
deal with any of the Collateral as fully and completely as though the
Lender were the absolute owner thereof for all purposes, and to do, at the
Lender's option and such Grantor's expense, at any time, or from time to
time, all acts and things which the Lender reasonably deems necessary to
protect, preserve or realize upon the Collateral and the Lender's Lien
therein, in order to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do.
(b) The Lender agrees that it will forbear from exercising the power of
attorney or any rights granted to the Lender pursuant to this Section 9.8,
except upon the occurrence or during the continuation of a Lender Termination
Event. The Grantors hereby ratify, to the extent permitted by law, all that said
attorneys shall lawfully do or cause to be done by virtue hereof. The power of
attorney granted pursuant to this Section 9.8 is a power coupled with an
interest and shall be irrevocable until the Obligations are indefeasibly paid in
full.
(c) The powers conferred on the Lender hereunder are solely to protect the
Lender's interests in the Collateral and shall not impose any duty upon it to
exercise any such powers. The Lender shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers and neither it
nor any of its officers, directors, employees or agents shall be responsible to
any Grantor for any act or failure to act, except for its own gross negligence
or willful misconduct.
(d) Each Grantor also authorizes the Lender, at any time and from time to
time upon the occurrence and during the continuation of any Lender Termination
Event or as otherwise expressly permitted by this Agreement, (i) to communicate
in its own name or the name of its Subsidiaries with any party to any Contract
with regard to the assignment of the right, title and interest of such Grantor
in and under the Contracts hereunder and other matters
40
relating thereto and (ii) to execute any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral.
Section 9.9 Right and Authority of Receiver or Lender in the Event
of Default. Upon the occurrence of an Event of Default which is not cured
within any applicable grace or cure period, and entry upon the Real
Property pursuant to Section 9.7(a)(ii) hereof or appointment of a
receiver pursuant to Section 9.7(a)(iv) hereof, and under such terms and
conditions as may be prudent and reasonable under the circumstances in
Lender's or the receiver's sole discretion, all at Grantor's expense,
Lender or said receiver, or such other persons or entities as they shall
hire, direct or engage, as the case may be, may do or permit one or more
of the following, successively or concurrently: (a) enter upon and take
possession and control of any and all of the Collateral; (b) take and
maintain possession of all documents, books, records, papers and accounts
relating to the Collateral; (c) exclude Grantors and their agents,
servants and employees wholly from the Collateral; (d) manage and operate
the Collateral; (e) preserve and maintain the Collateral; (f) make repairs
and alterations to any improvements on the Real Property; (g) sublease the
Real Property, or employ a marketing or leasing agent or agents to do so,
under such terms and conditions as Lender may in its sole discretion deem
appropriate or desirable; (h) employ such contractors, subcontractors,
materialmen, architects, engineers, consultants, managers, brokers,
marketing agents, or other employees, agents, independent contractors or
professionals, as Lender may in its sole discretion deem appropriate or
desirable to implement and effectuate the rights and powers herein
granted; (i) execute and deliver, in the name of Lender as
attorney-in-fact and agent of Grantors or in its own name, such documents
and instruments as are necessary or appropriate to consummate authorized
transactions. Any money advanced by Lender in connection with any action
taken under this Section, together with interest thereon, from the date of
making such advancement by Lender until actually paid by Grantor, shall be
a demand obligation owing by Grantor to Lender and shall be secured by the
Collateral and by every other instrument securing the Obligations.
Section 9.10 FCC-Related Requirements of Law. The Lender
acknowledges that the effectiveness of certain provisions set forth in
this Agreement or in any other Loan Document (including the provisions
relating to the exercise of the Lender's rights with respect to Pledged
Collateral and effectiveness or the exercise of the power of attorney
conferred on the Lender) may be subject to prior FCC approval and, to the
extent such FCC approval is required, notwithstanding any other provision
in this Agreement or any other Loan Document to the contrary, such
provisions shall not be effective until such FCC approval is obtained. The
Lender agrees to not exercise any of its rights or powers hereunder or
under any other Loan Document unless and until such FCC approval, if
required, is obtained.
ARTICLE X
MISCELLANEOUS
Section 10.1 Amendments, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Borrower
or any
41
Guarantor therefrom shall in any event be effective unless the same shall
be in writing and signed by the Lender, and then any such waiver or
consent shall be effective only in the specific instance and for the
specific purpose for which given.
Section 10.2 Notices, Etc. Any notice or other communication
permitted or required to be given hereunder will be in writing, and sent
by reputable courier service (with proof of delivery), by hand delivery or
by facsimile (followed by delivery by courier service (with proof of
delivery) or by hand delivery), addressed as follows:
If to the Lender:
ICO Investment Corp.
▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax No. ▇▇▇-▇▇▇-▇▇▇▇
With copies to:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax No. ▇▇▇-▇▇▇-▇▇▇▇
If to the Borrower or any Guarantor:
Globalstar, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
▇▇▇▇▇ Day
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
and
The Committee
c/o Akin Gump
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
42
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
All such notices and communications shall, when mailed, telecopied, or
delivered, be effective when deposited in the mails, or delivered by hand to the
addressee or its agent, respectively, except that notices and communications to
the Lender pursuant to Article II or VIII shall not be effective until received
by the Lender.
Section 10.3 No Waiver; Remedies. No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder or
under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.
Section 10.4 Costs; Expenses; Indemnities. (a) Upon termination of
this Agreement by Lender as a result of a Lender Termination Event not
caused by Lender, the Borrower shall pay, subject to all applicable
Standstill Periods, all reasonable, documented out-of-pocket expenses
(including fees and disbursements of counsel) of the Lender in connection
with the preparation and administration of this Agreement or amendment
hereof.
(b) The Borrower and each Guarantor agree to jointly and severally
indemnify the Lender and its directors, officers, agents, affiliates and
employees (each "Indemnitee") and hold each Indemnitee harmless from and against
any and all liabilities, losses, damages and expenses of any kind, including the
reasonable fees and disbursements of counsel, which are incurred by such
Indemnitee in connection with any investigative, administrative or judicial
proceeding (whether or not such Indemnitee shall be designated a party thereto)
brought or threatened relating to or arising out of this Agreement or any actual
or proposed use of proceeds of Loans hereunder; provided, however, that nothing
in this Section 10.4(b) shall obligate the Borrower or any Guarantor to
indemnify the Lender for any liabilities, losses, damages or expenses resulting
from the gross negligence or willful misconduct of the Lender.
Section 10.5 Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default and following the expiration of the
applicable Standstill Period and the giving of notice as required by the
Financing Order, the Lender, after prompt notice thereof to the Borrower,
is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Lender to or for the
credit or the account of the Borrower or any Guarantor against any and all
of the Obligations now or hereafter existing whether or not the Lender
shall have made any demand under this Agreement or any Note or other Loan
Document and although such Obligations may be unmatured.
Section 10.6 Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and each Guarantor and
the Lender and entry of the Financing Order, and thereafter shall be
binding upon and inure to the benefit
43
of the Borrower and each Guarantor and the Lender and their respective
successors and assigns, subject to Section 10.14.
Section 10.7 Governing Law. This Agreement and the Notes and the
rights and obligations of the parties hereto and thereto shall be governed
by, and construed and interpreted in accordance with, the laws of the
State of New York and, to the extent applicable, the Bankruptcy Code.
Section 10.8 Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties
hereto.
Section 10.9 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and
the same agreement.
Section 10.10 Entire Agreement. This Agreement, together with all of
the other Loan Documents and all certificates and documents delivered
hereunder or thereunder, embodies the entire agreement of the parties and
supersedes all prior agreements and understandings relating to the subject
matter hereof.
Section 10.11 Confidentiality. The Lender agrees to keep information
obtained by it pursuant hereto and the other Loan Documents confidential
in accordance with customary practices and agrees that it will only use
such information in connection with the transactions contemplated by this
Agreement and not disclose any of such information other than (i) to the
Lender's employees, representatives and agents who are or are expected to
be involved in the evaluation of such information in connection with the
transactions contemplated by this Agreement and who are advised of the
confidential nature of such information, (ii) to the extent such
information presently is or hereafter becomes available to such Lender on
a non-confidential basis from a source other than the Borrower, (iii) to
the extent disclosure is required by law, regulation or judicial order or
requested or required by bank regulators or auditors or (iv) to assignees
or participants or potential assignees or participants who agree to be
bound by the provisions of this sentence.
Section 10.12 Jurisdiction. Any legal action or proceeding with
respect to this Agreement or any other Loan Document may be brought in the
Bankruptcy Court, and, by execution and delivery of this Agreement, the
Borrower hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the Bankruptcy Court.
The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non
conveniens, which any of them may now or hereafter have to the bringing of
any such action or proceeding in such respective jurisdictions.
Section 10.13 Waiver of Jury Trial. Each of the parties hereto
irrevocably waives trial by jury in any action or proceeding with respect
to this Agreement or any other Loan Document.
44
Section 10.14 Non-Assignment. Neither the Lender nor the Borrower or
any Guarantor may assign this Agreement without the prior written consent
of the other parties hereto; provided that the Lender may assign this
Agreement to ICO or an entity wholly owned by the Lender upon five (5)
Business Days' prior notice to the Borrower.
Section 10.15 Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any jurisdiction will, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to
be unenforceable, the provision will be interpreted to be only so broad as
is enforceable.
Section 10.16 Lender Status. Lender acknowledges, represents and
covenants that (i) it is and shall at all times remain a special purpose
vehicle under the laws of the State of Delaware, (ii) it is and shall
remain a wholly owned subsidiary of ICO Global Communications (Holdings)
Limited, (iii) it has and shall at no time engage in any business or
activity other than the making of Term Loans under this Agreement and any
actions reasonably incidental thereto, and (iv) it shall at no time incur
any debt or other obligations except as contemplated herein.
45
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
Borrower:
GLOBALSTAR, L.P.,
a Debtor and Debtor in Possession
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Guarantors:
GLOBALSTAR CAPITAL CORPORATION,
a Debtor and Debtor in Possession
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
GLOBALSTAR SERVICES COMPANY, INC.,
a Debtor and Debtor in Possession
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
GLOBALSTAR, L.L.C.,
a Debtor and Debtor in Possession
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
Lender:
ICO INVESTMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
SCHEDULE 1
FCC LICENSES
HELD BY GLOBALSTAR, L.P. ("GLOBALSTAR") AND SUBSIDIARIES
(LICENSES HELD BY GLOBALSTAR UNLESS OTHERWISE NOTED)
-----------------------------------------------------------------------------------------------------------------------------------
LICENSEE CALL SIGN FILE NO. FEE CODE FEE FORM ELECTRONIC TYPE
-----------------------------------------------------------------------------------------------------------------------------------
L/Q Licensee, Inc. S2115 19-DSS-P-91(48) CZW 312 plus Schedule A Yes 1.6/2.4 ▇▇▇ ▇▇▇▇
▇▇▇-▇▇-▇▇▇ license
-----------------------------------------------------------------------------------------------------------------------------------
Globalstar, L.P. S2320* SAT-LOA-19970926-00156 CZW 312 plus Schedule A YES 2 GHz NGSO license
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2320* SAT-MOD-20020717-00119 CAW 312 plus Schedule A YES Pending milestone mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2320* SAT-MOD-20020722-00110 CAW 312 plus Schedule A YES Pending technical mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2321* SAT-LOA-19970926-00151 BFY 312 plus Schedule A YES 2 GHz GSO license
(99WL)
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2321* SAT-MOD-20020722-00109 CWY 312 plus Schedule A YES Pending technical mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2322* SAT-LOA-19970926-00152 BFY 312 plus Schedule A YES 2 GHz GSO license
(10EL)
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2322* SAT-MOD-20020717-00116 CWY 312 plus Schedule A YES Pending milestone mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2322* SAT-MOD-20020722-00108 CWY 312 plus Schedule A YES Pending technical mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2323* SAT-LOA-19970926-00153 BFY 312 plus Schedule A YES 2 GHz GSO license
(100EL)
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2323* SAT-MOD-20020717-00117 CWY 312 plus Schedule A YES Pending milestone mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
LICENSEE CALL SIGN FILE NO. FEE CODE FEE FORM ELECTRONIC TYPE
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2323* SAT-MOD-20020722-00107 CWY 312 plus Schedule A YES Pending technical mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2324* SAT-LOA-19970926-00154 BFY 312 plus Schedule A YES 2 GHz GSO license
(170WL)
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2324* SAT-MOD-20020717-00118 CWY 312 plus Schedule A YES Pending milestone mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2324* SAT-MOD-20020722-00112 CWY 312 plus Schedule A YES Pending technical mod
app.
-----------------------------------------------------------------------------------------------------------------------------------
Globalstar USA E970381 1367-DSE-P/L-97 CZB 312 plus Schedule A YES MET license
LLC
-----------------------------------------------------------------------------------------------------------------------------------
GUSA E970381 SES-MOD-20021010-01758 CGB 312 plus Schedule A YES Granted 5/13/03
-----------------------------------------------------------------------------------------------------------------------------------
GUSA E970199 SES-LIC-19970310-00343 CNX 312 plus Schedule A YES ▇▇▇▇▇▇▇ license
-----------------------------------------------------------------------------------------------------------------------------------
GUSA E000342 SES-LIC-20000706-01091 CFX 312 plus Schedule A YES ▇▇▇▇▇▇▇ license
-----------------------------------------------------------------------------------------------------------------------------------
GUSA E000343 SES-LIC-20000706-01092 CFX 312 plus Schedule A YES ▇▇▇▇▇▇▇ license
-----------------------------------------------------------------------------------------------------------------------------------
GUSA E000344 SES-LIC-20000706-01093 CFX 312 plus Schedule A YES ▇▇▇▇▇▇▇ license
-----------------------------------------------------------------------------------------------------------------------------------
GUSA E000345 SES-LIC-20000706-01094 CFX 312 plus Schedule A YES ▇▇▇▇▇▇▇ license
-----------------------------------------------------------------------------------------------------------------------------------
Globalstar E990335 SES-LIC-19990809-01349 CNX 312 plus Schedule A YES Cabo Rojo license
Caribbean Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
GCL E990336 SES-LIC-19990809-01350 CFX 312 plus Schedule A YES Cabo Rojo license
-----------------------------------------------------------------------------------------------------------------------------------
GCL E990337 SES-LIC-19990809-01351 CFX 312 plus Schedule A YES Cabo Rojo license
-----------------------------------------------------------------------------------------------------------------------------------
GUSA ITC-214-19990728-00484 CUT Letter NO 214 Cert.
-----------------------------------------------------------------------------------------------------------------------------------
GUSA ITC-214-19991229-00795 CUT Letter NO 214 Cert.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
LICENSEE CALL SIGN FILE NO. FEE CODE FEE FORM ELECTRONIC TYPE
-----------------------------------------------------------------------------------------------------------------------------------
GUSA ITC-214-20000615-00356 CUT Letter NO 214 Cert.
-----------------------------------------------------------------------------------------------------------------------------------
GLP E010073 SES-LIC-20010302-00475 CGB 312 plus Schedule A YES ▇▇▇▇▇▇▇ IOT pending
app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP S2295 SAT-LOA-19970926-00128 CAW 312 plus ? YES 40 GHz pending app.
-----------------------------------------------------------------------------------------------------------------------------------
GLP WB2XAE 0011-EX-ML-2001 EAE Letter NO Pending exp. App.
-----------------------------------------------------------------------------------------------------------------------------------
GLP ▇▇▇▇▇▇ ▇▇▇▇-▇▇-▇▇-▇▇▇▇ EAE 702 Yes Exp. License (exp.
6/1/04)
-----------------------------------------------------------------------------------------------------------------------------------
GLP WB2XAE 0036-EX-RR-2002 EAE Letter Pending exp. App.
-----------------------------------------------------------------------------------------------------------------------------------
GLP WC2XXD 0161-EX-RR-2002 EAE 702 Yes Exp. License (exp.
7/1/03)
-----------------------------------------------------------------------------------------------------------------------------------
GLP ▇▇▇▇▇▇ ▇▇▇▇-▇▇-▇▇-▇▇▇▇ EAE Letter Exp. License (exp.
7/1/03)
-----------------------------------------------------------------------------------------------------------------------------------
GLP WC2XWY 0002-EX-RR-2003 EAE Letter Exp. License (exp.
7/1/03)
-----------------------------------------------------------------------------------------------------------------------------------
GLP 0013-EX-PL-2003 EAE Letter Pending exp. App.
-----------------------------------------------------------------------------------------------------------------------------------
* Indicates 2 GHz license cancelled on January 30, 2003, application for review
pending.
SCHEDULE 4.1
CORPORATE EXISTENCE; COMPLIANCE WITH LAW
1. Following its acquisition of Globalstar Caribbean Ltd.
("GCL"), a non-debtor Subsidiary, the Borrower discovered that GCL was not
in full compliance with Puerto Rican tax filing requirements. The Borrower has
corrected the non-compliance. GCL has not been notified by Puerto Rican
authorities of any potential liability.
2. Following its acquisition of Globalstar USA, LLC ("GUSA"), a
non-debtor Subsidiary, the Borrower discovered that GUSA was not in full
compliance with certain state business registration and tax filing requirements.
The Borrower is in the process of correcting the non-compliance. GUSA has not
been notified by any state authority of any potential liability.
SCHEDULE 4.2
CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATION
1. The consummation of the transactions contemplated by this Agreement will
require notification to, but not prior approval by, the regulatory
authorities in those countries in which the Borrower, or a Subsidiary of
the Borrower, holds a radiospectrum license. Those countries are France and
Canada, in addition to the United States.
2. Ignoring any requirements or relief provided by the Bankruptcy Code or the
Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy
Court, certain consents and/or waivers of the partners of the Borrower may
be required under the Borrower's Amended and Restated Agreement of Limited
Partnership, as amended (the "Partnership Agreement"), to enter into and
consummate the transactions contemplated by this Agreement and the
Investment Agreement, including, without limitation, consents or waivers
relating to preemptive rights of the Partners (as defined in the
Partnership Agreement), incurrence of indebtedness in excess of 110% of the
maximum amount of debt obligations contemplated over the life of the then
current Baseline Business Plan (as defined in the Partnership Agreement),
certain settlements with Partners, dissolution of the Borrower, and
elimination of the Ordinary Partnership Interests (as defined in the
Partnership Agreement) and the Preferred Partnership Interests (as defined
in the Partnership Agreement).
3. The execution, delivery and performance by the Borrower and each Guarantor
of the Loan Documents to which it is a party and the consummation of the
transactions related to the financing contemplated in this Agreement is
subject to the Financing Order having been entered by the Bankruptcy Court.
SCHEDULE 4.3
OWNERSHIP OF SUBSIDIARIES
1. A list of the exact legal name, jurisdiction of incorporation
or formation, taxpayer identification number, the number of shares authorized
(in the case of capital stock) and the number and/or percentage of such
outstanding shares of each such class or partnership or limited liability
company interests owned (directly or indirectly) by the Borrower, any other
Grantor or any other owner is attached hereto as Attachment 1, which attachment
is incorporated herein by reference.
2. In addition to the Subsidiaries listed in Attachment 1 hereto,
the Borrower directly holds a 49 percent equity interest in Globaltel Joint
Stock Company ("Globaltel"), the Borrower's Russian service provider. In the
Globaltel Assignment Agreement, dated as of August 1, 1997, the Borrower
acknowledged that the Borrower had formed Globaltel under the direction of and
as agent of Loral Space & Communications Ltd. ("Loral"); that Loral had full
responsibility to fund all equity requirements pertaining to the Borrower's 49
percent equity interest; and that Loral is the beneficial owner of the shares.
Under this agreement and under the Settlement Agreement and Release, dated as of
April 8, 2003, among the Debtors, their Subsidiaries, the Official Committee of
Creditors and Loral and its subsidiaries (the "Loral Settlement"), the Borrower
is obligated upon the request by Loral to take any steps that may be necessary
to perfect Loral's title to the shares and to substitute Loral for the Borrower
as the 49 percent partner in Globaltel.
3. The Borrower's indirect Subsidiary, ATSS Canada, Inc., is a
party to the Shareholders' Agreement of Globalstar Canada Satellite Co.
("GCSC"). ATSS Canada, Inc. owns 50.1 percent of the shares of GCSC, and a
subsidiary of Loral Space & Communications Ltd. owns the remaining 49.9 percent.
Under the terms of the Loral Settlement, Loral will transfer its 49.9 percent
interest to GLP on the closing date of the Loral Settlement.
4. If the matter described in numbered paragraph 10 under
"Section 2.6 - No Changes" of the Partnership Disclosure Letter is not resolved
in a manner favorable to the Borrower and its Subsidiaries, the assets of the
Borrower and its Subsidiaries, including, without limitation, equity interests
held by the Borrower and its Subsidiaries, may be subject to liens that may be
imposed by the Pension Benefit Guaranty Corporation (the "PBGC"). See numbered
paragraph 10 in "Section 2.6 - No Changes" of the Partnership Disclosure Letter.
ATTACHMENT 1 TO SCHEDULE 4.3
SUBSIDIARIES OF BORROWER
DEBTOR SUBSIDIARIES:
LEGAL NAME: GLOBALSTAR, L.L.C.
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: Not Applicable
Outstanding Shares: Not Applicable
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
LEGAL NAME: GLOBALSTAR CAPITAL
CORPORATION
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 1,000
Outstanding Shares: 100
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
LEGAL NAME: GLOBALSTAR SERVICES
COMPANY, INC.
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 1,000
Outstanding Shares: 100
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
NON - DEBTOR SUBSIDIARIES:
LEGAL NAME: GLOBALSTAR CORPORATION
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 1,000
Outstanding Shares: 100
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
LEGAL NAME: ▇▇▇▇▇▇▇▇▇▇▇ HOLDINGS N.V.
Jurisdiction of incorporation or organization: Netherlands Antilles
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 6,000
Outstanding Shares: 6,000
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
Other: Inactive
LEGAL NAME: GLOBALSTAR (MAURITIUS)
Jurisdiction of incorporation or organization: Mauritius
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 1,000,000
Outstanding Shares: 1,000,000
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
LEGAL NAME: GLOBALSTAR HOLDINGS LTD.
Jurisdiction of incorporation or organization: Cyprus
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 10,000
Outstanding Shares: 1,000
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar, L.P.
Other: Inactive
LEGAL NAME: MOBILE SATELLITE
SERVICES, B.V.
Jurisdiction of incorporation or organization: The Netherlands
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 100
Outstanding Shares: 100
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Corporation
LEGAL NAME: GLOBALSTAR EUROPE
SATELLITE SERVICES, LTD.
Jurisdiction of incorporation or organization: Ireland
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 10,000
Outstanding Shares: 7,500
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Mobile Satellite
Services, B.V.
LEGAL NAME: GLOBALSTAR EUROPE
S.A.R.L.
Jurisdiction of incorporation or organization: France
US Taxpayer Identification Number: Not Applicable
Authorized Shares: Not Applicable
Outstanding Shares: Not Applicable
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Mobile Satellite
Services, B.V.
LEGAL NAME: GLOBALSTAR CARIBBEAN LTD.
Jurisdiction of incorporation or organization: Cayman Islands
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 5,000,000
Outstanding Shares: 2
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Corporation
LEGAL NAME: GLOBALSTAR REPUBLICA
DOMINICANA, S.A.
Jurisdiction of incorporation or organization: Dominican Republic
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 10,000
Outstanding Shares: 1,000
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Caribbean Ltd.
Other: Inactive
LEGAL NAME: GLOBALSTAR USA, LLC
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇ (same as
Globalstar Corporation)
Authorized Shares: 1
Outstanding Shares: 1
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Corporation
LEGAL NAME: GLOBALSTAR SATELLITE
SERVICES, INC.
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 1
Outstanding Shares: 1
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Corporation
LEGAL NAME: GLOBALSTAR JAPAN K.K.
Jurisdiction of incorporation or organization: Japan
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 600
Outstanding Shares: 200
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Satellite
Services, Inc.
LEGAL NAME: ATSS CANADA, INC.
Jurisdiction of incorporation or organization: Delaware
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 1
Outstanding Shares: 1
% Owned directly or indirectly by Globalstar L.P.: 100%
Direct Ownership: Globalstar Satellite
Services, Inc.
LEGAL NAME: ATSS/LORAL NETHERLANDS
B.V.
Jurisdiction of incorporation or organization: Netherlands
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 200,000
Outstanding Shares: 4,000
% Owned directly or indirectly by Globalstar L.P.: 50.1%
Ownership of Remaining 49.9%: Affiliates of Loral
Space & Communications
Ltd.
Direct Ownership: Globalstar Satellite
Services, Inc.
LEGAL NAME: GLOBALSTAR CANADA
SATELLITE CO.
Jurisdiction of incorporation or organization: Canada
US Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
Authorized Shares: 100,000,000
Outstanding Shares: 2,000
% Owned directly or indirectly by Globalstar L.P.: 50.1%
Ownership of Remaining 49.9%: Affiliates of Loral
Space & Communications
Ltd.
Direct Ownership: ATSS Canada, Inc.
LEGAL NAME: GLOBALSTAR CANADA
HOLDING CO.
Jurisdiction of incorporation or organization: Canada
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 3,360,000
Outstanding Shares: 3,360,000
% Owned directly or indirectly by Globalstar L.P.: 50.1%
Ownership of Remaining 49.9%: Affiliates of Loral
Space & Communications
Ltd.
Direct Ownership: Globalstar Canada
Satellite Co.
LEGAL NAME: GLOBALSTAR CANADA CO.
Jurisdiction of incorporation or organization: Canada
US Taxpayer Identification Number: Not Applicable
Authorized Shares: 1,500 Common Shares
4,200,000 Preferred
Shares
Outstanding Shares: 1,500 Common Shares
1,500 Preferred Shares
% Owned directly or indirectly by Globalstar L.P.: 50.1% Common Shares
50.1% Preferred Shares
Ownership of Remaining 49.9%: Affiliates of Loral
Space & Communications
Ltd.
Direct Ownership: 80% by Globalstar
Canada Holding Co.
20% by Globalstar
Canada Satellite Co.
SCHEDULE 4.6
INTELLECTUAL PROPERTY
1. By letters dated December 20, 2001, and November 29, 2001,
QUALCOMM purported to terminate the Borrower's Production Gateway Purchase
Agreement ("PGPA") and Development Contract, respectively. The PGPA was assigned
to Globalstar Services Company, Inc., a Subsidiary of the Borrower in 1998. The
Borrower took the position that QUALCOMM could not lawfully and unilaterally
terminate those agreements. Both agreements contain provisions granting the
Borrower certain intellectual property rights associated with the Globalstar
Gateways and user terminals. QUALCOMM has made no effort thus far to restrict
the Borrower's access to QUALCOMM's intellectual property, and the Borrower
believes that it will reach mutually agreeable terms with QUALCOMM with respect
to such intellectual property rights.
2. The Borrower's right to use space segment intellectual
property owned by Space Systems/Loral derives from the terms of the Satellite
Contract, Contract No. GS-C-94-0008, dated February 16, 1994. Under the Loral
Settlement, the Borrower has agreed to reject the Satellite Contract in
accordance with applicable provisions of the Bankruptcy Code. Further, Loral has
agreed to cooperate with the Borrower in turning over technical information
about the space segment and transferring Globalstar-related patents to the
Borrower. In return the Borrower has agreed to grant Space Systems/Loral
("SS/L") a royalty-free license to use Globalstar-related intellectual property.
On April 25, 2003, the Borrower and SS/L signed two (2) agreements to effectuate
these commitments.
3. The Borrower has recently acquired service provider companies
use a billing system that is dependent on Oracle database software. The Borrower
has a site license for all Oracle database systems. The Borrower is currently
investigating whether its Oracle site license can be utilized for these billing
systems. If the billing systems are not covered, then additional licenses would
have to be purchased.
4. If the matter described in numbered paragraph 10 under
"Section 2.6 - No Changes" of the Partnership Disclosure Letter is not resolved
in a manner favorable to the Borrower and its Subsidiaries, the assets of the
Borrower and its Subsidiaries, including, without limitation, the Intellectual
Property of the Borrower and its Subsidiaries, may be subject to liens that may
be imposed by the PBGC. See numbered paragraph 10 in "Section 2.6 - No Changes"
of the Partnership Disclosure Letter.
5. See Attachment for Schedule 4.6 - Intellectual Property.
ATTACHMENT TO SCHEDULE 4.6
GLOBALSTAR L.P. PATENT PORTFOLIO Page 1
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
WIRELESS TELEPHONE/SATELLITE ROAMING SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
91-08 USA 03/29/91 5,303,286 04/12/94 Granted 04/12/11
Canada 03/16/92 2,063,224 10/12/99 Granted 03/16/12
EPO 03/11/92 0506295 11/20/96 Granted 03/11/12
Japan 03/30/92 2558573 09/05/96 Granted 03/30/12
France 03/11/92 0506255 11/20/96 Granted 03/11/12
Fed. Rep. 03/11/92 69215257.1 11/20/96 Granted 03/11/12
Italy 03/11/92 0506255 11/20/96 Granted 03/11/12
United Kin 03/11/92 0506255 11/20/96 Granted 03/11/12
GLOBALSTAR L.P.
WIRELESS TELEPHONE/SATELLITE ROAMING SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
91-08B USA 09/15/95 5,715,297 02/03/98 Granted 04/12/11
GLOBALSTAR L.P.
WIRELESS TELEPHONE/SATELLITE ROAMING METHOD
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
91-08C USA 09/22/97 5,903,837 05/11/99 Granted 04/12/11
GLOBALSTAR L.P.
SATELLITE/WIRELESS TELEPHONE ROAMING SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
91-25 Australia 10/07/92 657,365 08/15/95 Granted 10/07/12
Brazil 10/13/92 Pending
Argentina 10/09/92 254358 07/04/00 Granted 07/04/15
Canada 09/23/92 Pending
EPO 09/26/92 0536921 01/27/99 Granted 09/24/12
Indonesia 10/10/92 0003051 08/28/98 Granted 10/10/06
Japan 10/12/92 2849009 11/06/98 Granted 10/12/12
Korea (Sou 10/10/92 149678 06/09/98 Granted 10/10/12
Mexico 10/09/92 182582 09/09/96 Granted 10/09/12
Fed. Rep. 09/24/92 69228283.1 01/27/99 Granted 09/24/12
France 09/24/92 0536921 01/27/99 Granted 09/24/12
United Kin 09/24/92 0536921 01/27/99 Granted 09/24/12
Italy 09/24/92 0536921 01/27/99 Granted 09/24/12
GLOBALSTAR L.P.
WORLDWIDE TELECOMMUNICATIONS SYSTEM USING SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
▇▇-▇▇▇ ▇▇▇▇▇▇ 01/04/94 Pending
Canada 09/08/93 2,105,738 03/23/99 Granted 09/08/13
GLOBALSTAR L.P.
SATELLITE AND TERRESTRIAL TELEPHONE
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
91-25B USA 07/21/94 5,586,165 12/17/96 Granted 04/12/11
Australia 01/16/95 671,560 01/14/97 Granted 10/07/12
Japan 10/12/92 2895460 03/05/99 Granted 10/12/12
Canada 09/08/93 2,255,395 05/29/01 Granted 09/08/13
GLOBALSTAR L.P.
WORLDWIDE SATELLITE TELEPHONE SYSTEM AND A NETWORK COORDINATING GATEWAY FOR ALLOCATING SATELLITE AND TERRESTRIAL...
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
91-25C USA 07/21/94 5,526,404 06/11/96 Granted 06/11/13
Australia 01/16/95 671,398 01/14/97 Granted 10/07/12
GLOBALSTAR L.P.
SATELLITE TELECOMMUNICATIONS SYSTEM USING NETWORK COORDINATING GATEWAYS OPERATIVE WITH A TERRESTRIAL......
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇-▇▇▇ ▇▇▇ 03/20/95 5,448,623 09/05/95 Granted 09/05/12
GLOBALSTAR L.P.
SATELLITE COMMUNICATION SYSTEM THAT IS COUPLED TO A TERRESTRIAL COMMUNICATION NETWORK AND METHOD
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
91-25E USA 06/02/95 5,594,780 01/14/97 Granted 09/05/12
GLOBALSTAR L.P.
WORLDWIDE TELECOMMUNICATIONS SYSTEM USING SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
91-25F USA 07/24/96 5,655,005 08/05/97 Granted 09/05/12
GLOBALSTAR L.P.
SATELLITE COMMUNICATIONS SYSTEM HAVING DISTRIBUTED USER ASSIGNMENT AND RESOURCE ASSIGNMENT W/TERRESTRIAL GATEWAYS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
91-25G USA 03/18/97 6,067,442 05/23/00 Granted 09/05/12
GLOBALSTAR L.P.
WORLDWIDE TELECOMMUNICATIONS SYSTEM USING SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
91-25H USA 08/04/97 5,915,217 06/22/99 Granted 09/05/12
GLOBALSTAR L.P.
REPEATER DIVERSITY SPREAD SPECTRUM COMMUNICATION SYSTEM
Inventors: ▇▇▇▇ ▇▇
92-14 USA 05/11/92 5,233,626 08/03/93 Granted 08/03/10
GLOBALSTAR L.P.
ACTIVE TRANSMIT PHASED ARRAY ANTENNA
Inventors: ▇▇▇▇▇▇▇▇▇▇ E ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇
92-48 USA 11/30/92 5,283,587 02/01/94 Granted 02/01/11
China 11/30/93 93121640.0 03/26/98 Granted 11/30/13
EPO 11/30/93 0600715 01/27/99 Granted 11/30/13
Kazakhstan 12/13/93 6741 11/16/98 Granted 12/13/13
Israel 11/28/93 107783 07/01/96 Granted 11/28/13
Korea (Sou 11/29/93 304128 07/18/01 Granted 11/29/13
Thailand 11/26/93 8180 07/07/98 Granted 11/25/13
Russian Fe 01/04/94 2101809 01/10/98 Granted 01/04/14
Ukraine 01/13/94 34434 03/15/01 Granted 01/13/14
Belarus 05/06/94 4397 11/22/01 Granted 05/06/14
Fed. Rep. 11/30/93 69323281.1 01/27/99 Granted 11/30/13
France 11/30/93 0600715 01/27/99 Granted 11/30/13
United Kin 11/30/93 0600715 01/27/99 Granted 11/30/13
Italy 11/30/93 0600715 01/27/99 Granted 11/30/13
GLOBALSTAR L.P.
MOBILE COMMUNICATION TERMINAL HAVING EXTENDABLE ANTENNA
Inventors: ▇▇▇▇ CA
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ 01/21/94 249653 05/21/96 Granted 05/21/11
Brazil 02/28/94 9400753-5 06/13/00 Granted 06/13/14
EPO 05/23/94 0644607 07/07/99 Granted 05/23/14
Israel 01/17/94 108358 06/19/97 Granted 01/17/14
Japan 04/12/94 Pending
Korea (Sou 01/25/94 292704 03/26/01 Granted 01/25/14
Mexico 02/11/94 190056 10/14/98 Granted 02/11/14
Fed. Rep. 05/23/94 69419372.0 07/07/99 Granted 05/23/14
France 05/23/94 0644607 07/07/99 Granted 05/23/14
United Kin 05/23/94 0644607 07/07/99 Granted 05/23/14
Italy 05/23/94 0644607 07/07/99 Granted 05/23/14
GLOBALSTAR L.P.
MOBILE COMMUNICATION TERMINAL HAVING EXTENDABLE ATENNA
Inventors: ▇▇▇▇ CA
93-16A USA 03/29/95 5,513,383 04/30/96 Granted 09/14/13
GLOBALSTAR L.P.
ACTIVE TRANSMIT PHASED ARRAY ANTENNA WITH AMPLITUDE TAPER
Inventors: ▇▇▇▇▇▇▇▇▇▇ E
94-05 EPO 01/25/95 0665607 04/26/00 Granted 01/25/15
Russian Federation 09/26/94 2134924 08/20/99 Granted 09/26/14
France 01/25/95 0665607 04/26/00 Granted 01/25/15
Fed. Rep 01/25/95 0665607 04/26/00 Granted 01/25/15
United Kingdom 01/25/95 0665607 04/26/00 Granted 01/25/15
Italy 01/25/95 0665607 04/26/00 Granted 01/25/15
GLOBALSTAR L.P.
ACTIVE TRANSMIT PHASED ARRAY ANTENNA WITH AMPLITUDE TAPER
Inventors: ▇▇▇▇▇▇▇▇▇▇ E
94-05A USA 05/09/95 5,504,493 04/02/96 Granted 04/02/13
GLOBALSTAR L.P.
MULTIPATH COMMUNICATION SYSTEM OPTIMIZER
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
94-16 USA 05/09/94 5,859,874 01/12/99 Granted 01/12/16
Australia 12/15/94 681720 01/08/98 Granted 12/15/14
Canada 12/22/94 Pending
EPO 02/10/95 Pending
GLOBALSTAR L.P.
MULTIPATH COMMUNICATION SYSTEM OPTIMIZER
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
94-16A USA 07/30/97 5,796,760 08/18/98 Granted 08/18/15
GLOBALSTAR L.P.
ANTENNA FOR MULTIPATH SATELLITE COMMUNICATION LINKS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
94/26 USA 08/23/94 5,552,798 09/03/96 Granted 09/03/13
Algeria 08/19/95 950102 04/11/96 Granted 08/19/15
Philippine 06/16/95 30609 07/31/97 Granted 07/31/14
Pakistan 08/31/95 134790 08/31/97 Granted 08/31/11
Taiwan 08/21/95 088746 12/09/97 Granted 08/20/15
Singapore 08/01/95 P-NO.32435 06/14/97 Granted 08/01/15
South Africa 08/22/95 95/7009 05/29/96 Granted 08/22/15
GLOBALSTAR L.P.
ANTENNA FEED AND BEAMFORMING NETWORK
Inventors: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
94-28 USA 09/15/94 5,539,415 07/23/96 Granted 09/15/14
Canada 03/24/95 Allowed
EPO 02/06/95 0702424 06/13/01 Granted 02/06/15
Japan 05/08/95 Pending
Fed. Rep. 02/06/95 69521252.4 06/13/01 Granted 02/06/15
France 02/06/95 0702424 06/13/01 Granted 02/06/15
United Kin 02/06/95 0702424 06/13/01 Granted 02/06/15
Italy 02/06/95 0702424 06/13/01 Granted 02/06/15
GLOBALSTAR L.P.
SATELLITE COMMUNICATION POWER MANAGEMENT SYSTEM
Inventors: ▇▇▇▇▇▇▇▇▇▇ E ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ S
94-31 USA 11/08/94 5,787,336 07/28/98 Granted 07/28/15
EPO 11/08/95 0712214 07/18/01 Granted 11/08/15
Japan 11/01/95 Pending
Canada 10/11/95 Pending
China 11/08/95 95118598.5 05/15/02 Granted 11/08/15
Hong Kong 10/08/98 HK1010432 03/15/02 Granted 11/08/15
Korea (Sou 11/08/95 Pending
Taiwan 11/02/95 085798 08/08/97 Granted 11/01/15
Fed. Rep. 11/08/95 69521765.8 07/18/01 Granted 11/08/15
France 11/08/95 0712214 07/18/01 Granted 11/08/15
United Kin 11/08/95 0712214 07/18/01 Granted 11/08/15
Italy 11/08/95 0712214 07/18/01 Granted 11/08/15
Sweden 11/08/95 0712214 07/18/01 Granted 11/08/15
GLOBALSTAR L.P.
SATELLITE COMMUNICATION POWER MANAGEMENT SYSTEM
Inventors: ▇▇▇▇▇▇▇▇▇▇ E ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ S
94-31A USA 03/03/97 5,826,170 10/20/98 Granted 07/28/15
GLOBALSTAR L.P.
STABILIZED POWER CONVERTER HAVING QUANTIZED DUTY CYCLE
Inventors: ▇▇▇▇▇▇ S ▇▇▇▇ ▇▇
95-06 USA 03/31/95 5,594,324 01/14/97 Granted 03/31/15
Canada 11/15/95 Pending
EPO 03/28/96 0735656 10/24/01 Granted 03/28/16
Japan 12/28/95 Pending
China 01/17/96 1061183 01/24/01 Granted 01/17/16
Hong Kong 10/19/98 HK1010431 05/31/02 Granted 03/28/16
Taiwan 01/04/96 081706 02/20/97 Granted 01/03/16
Belgium 03/28/96 0735656 10/24/01 Granted 03/28/16
Fed. Rep. 03/28/96 0735656 10/24/01 Granted 03/28/16
France 03/28/96 0735656 10/24/01 Granted 03/28/16
United Kin 03/28/96 0735656 10/24/01 Granted 03/28/16
Italy 03/28/96 0735656 10/24/01 Granted 03/28/16
Netherland 03/28/96 0735656 10/24/01 Granted 03/28/16
Sweden 03/28/96 0735656 10/24/01 Granted 03/28/16
GLOBALSTAR L.P.
LOW EARTH ORBIT COMMUNICATION SATELLITE GATEWAY-TO-GATEWAY RELAY SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-11 USA 06/06/95 5,634,190 05/27/97 Granted 06/06/15
GLOBALSTAR L.P.
LOW EARTH ORBIT COMMUNICATION SATELLITE GATEWAY-TO-GATEWAY RELAY SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-11A USA 03/03/97 5,758,261 05/26/98 Granted 06/06/15
GLOBALSTAR L.P. PATENT PORTFOLIO Page 2
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
TWO-SYSTEM PROTOCOL CONVERSION TRANSCEIVER REPEATER
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-12 USA 06/06/95 5,640,386 06/17/97 Granted 06/06/15
GLOBALSTAR L.P.
CLOSED LOOP POWER CONTROL FOR LOW EARTH ORBIT SATELLITE
COMMUNICATIONS SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
95-13 USA 06/06/95 5,619,525 04/08/97 Granted 06/06/15
Japan 06/05/96 Pending
GLOBALSTAR L.P.
CLOSED LOOP POWER CONTROL FOR LOW EARTH ORBIT SATELLITE
COMMUNICATIONS SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
95-13A USA 04/04/97 6,097,752 08/01/00 Granted 04/04/17
GLOBALSTAR L.P.
CLOSED LOOP POWER CONTROL FOR LOW EARTH ORBIT SATELLITE
COMMUNICATIONS SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
95-13B USA 11/02/99 6,240,124 05/29/01 Granted 11/02/19
India Unfiled
Indonesia Unfiled
Japan Unfiled
Korea (South) 11/01/00 Published
GLOBALSTAR L.P.
SATELLITE REPEATER DIVERSITY RESOURCE MANAGEMENT SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-14 Canada 04/26/96 Pending
EPO 04/30/96 Pending
Hong Kong 10/19/98 Published
Japan 06/05/96 Pending
Korea (South) 05/14/96 Pending
Australia 04/23/96 700251 04/15/99 Granted 04/23/16
Mexico 04/23/96 Published
GLOBALSTAR L.P.
SATELLITE REPEATER DIVERSITY RESOURCE MANAGEMENT SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-14A USA 04/17/97 5,867,109 02/02/99 Granted 04/17/17
GLOBALSTAR L.P.
SATELLITE REPEATER DIVERSITY RESOURCE MANAGEMENT SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-14B USA 06/25/98 Pending
GLOBALSTAR L.P.
METHOD FOR ACCOUNTING FOR USER TERMINAL CONNECTION TO A
SATELLITE COMMUNICATIONS SYSTEM
Inventors: MONTE PA ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
95-16 USA 06/07/95 5,664,006 09/02/97 Granted 06/07/15
Canada 01/24/95 Pending
EPO 01/30/96 Pending
Hong Kong 10/19/98 Pending
Japan 04/15/96 Pending
GLOBALSTAR L.P. PATENT PORTFOLIO Page 3
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
Australia 01/23/96 695510 11/26/98 Granted 01/23/16
Mexico 01/23/96 194650 12/15/99 Granted 01/23/16
Russian Federation 01/23/96 2140725 10/27/99 Granted 01/23/16
GLOBALSTAR L.P.
METHOD FOR ACCOUNTING FOR USER TERMINAL CONNECTION TO A SATELLITE COMMUNICATIONS SYSTEM
Inventors: MONTE PA ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
95-16A USA 03/17/97 6,023,606 02/08/00 Granted 06/07/15
GLOBALSTAR L.P.
METHOD AND APPARATUS FOR ACCOUNTING FOR USER TERMINAL SESSION-BASED CONNECTION TO A SATELLITE COMMUNICATION SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA SITES MJ
95-16B USA 01/13/00 Pending
EPO 12/07/00 Pending
Australia 01/01/01 Pending
Canada 01/09/01 Pending
Russian Federation 01/11/01 Pending
GLOBALSTAR L.P.
METHODS AND APPARATUS FOR PROVIDING USER RF EXPOSURE MONITORING AND CONTROL IN A SATELLITE COMMUNICATIONS SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA SITES MJ
95-22 USA 07/13/95 5,802,445 09/01/98 Granted 07/13/15
GLOBALSTAR L.P.
SATELLITE COMMUNICATIONS SYSTEM HAVING USER RF EXPOSURE MONITORING AND CONTROL
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA SITES MJ
95-22A USA 12/23/97 6,134,423 10/17/00 Granted 07/13/15
GLOBALSTAR L.P.
SATELLITE COMMUNICATIONS SYSTEM HAVING USER RF EXPOSURE MONITORING AND CONTROL
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA SITES, MJ
95-22B USA 09/18/98 6,272,325 08/07/01 Granted 09/18/18
Japan 09/01/99 Pending
GLOBALSTAR L.P.
METHOD AND APPARATUS FOR INCREASING ANTENNA EFFICIENCY FOR HAND-HELD MOBILE SATELLITE COMMUNICATIONS TERMINAL
Inventors: ▇▇▇▇▇▇▇▇▇▇ E
95-24 USA 08/03/95 5,581,268 12/03/96 Granted 08/03/15
Taiwan 02/02/96 080504 12/24/96 Granted 02/01/16
GLOBALSTAR L.P.
SATELLITE BEAM STEERING REFERENCE USING TERRESTRIAL BEAM STEERING TERMINALS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-25 USA 08/23/95 5,758,260 05/26/98 Granted 08/23/15
Japan 08/23/96 Pending
GLOBALSTAR L.P.
SATELLITE BEAM STEERING REFERENCE USING TERRESTRIAL BEAM STEERING TERMINALS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
95-25A USA 12/12/96 5,697,050 12/09/97 Granted 08/23/15
GLOBALSTAR L.P. PATENT PORTFOLIO Page 4
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
MOBILE SATELLITE USER INFORMATION REQUEST SYSTEM AND METHODS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇ ▇▇▇ 11/17/95 5,812,932 09/22/98 Granted 11/17/15
GLOBALSTAR L.P.
MOBILE SATELLITE USER INFORMATION REQUEST SYSTEM AND METHODS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇▇ ▇▇▇ 06/03/98 6,272,316 08/07/01 Granted 06/03/18
Japan 06/03/99 Pending
GLOBALSTAR L.P.
AUTOMATIC SATELLITE/TERRESTRIAL MOBILE TERMINAL ROAMING SYSTEM AND METHOD
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
96-21 USA 09/04/96 6,072,768 06/06/00 Granted 09/04/16
Canada 08/29/97 Pending
Hong Kong 09/04/97 HK1002163 07/10/98 Granted 09/04/05
India 09/03/97 Pending
Indonesia 09/03/97 ID0007213 01/10/02 Granted 09/03/17
Japan 09/04/97 Pending
Korea (South) 09/04/97 Pending
Australia 08/27/97 727452 03/29/01 Granted 08/27/17
Mexico 08/27/97 Pending
Russian Federation 08/27/97 2193815 11/27/02 Allowed 08/27/17
GLOBALSTAR L.P.
AUTOMATIC SATELLITE TERRESTRIAL MOBILE TERMINAL ROAMING SYSTEM AND METHOD
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITES MJ
96-21A USA 02/09/98 6,233,463 05/15/01 Granted 02/09/18
GLOBALSTAR L.P.
USE OF REFERENCE PHONE IN POINT-TO-POINT SATELLITE COMMUNICATION SYSTEM
Inventors: SCHINDALL J (GLP) ▇▇▇▇▇ ▇▇ (SS/L)
96-22 USA 09/13/96 6,201,961 03/13/01 Granted 09/13/16
GLOBALSTAR L.P.
MULTIPLE SATELLITE FADE ATTENUATION CONTROL SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇ ▇▇▇ ▇▇/▇▇/▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ 10/21/97 Pending
GLOBALSTAR L.P.
SATELLITE CONTROLLED POWER CONTROL FOR PERSONAL COMMUNICATION USER TERMINALS
Inventors: ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA ▇▇▇▇▇▇▇▇ ▇▇
96-38 USA 12/12/96 5,956,619 09/21/99 Granted 12/12/16
GLOBALSTAR L.P.
SATELLITE CONTROLLED POWER CONTROL FOR PERSONAL COMMUNICATION USER TERMINALS
Inventors: ▇▇▇▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇▇▇ ▇▇
96-38A USA 02/23/99 6,085,067 07/04/00 Granted 12/16/16
GLOBALSTAR L.P. PATENT PORTFOLIO Page 5
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
INTERACTIVE FIXED AND MOBILE SATELLITE NETWORK
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
96-40 USA 12/19/96 5,896,558 04/20/99 Granted 12/19/16
GLOBALSTAR L.P.
INTERACTIVE FIXED AND MOBILE SATELLITE NETWORK
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
96-40A USA 06/04/98 6,160,994 12/12/00 Granted 12/19/16
GLOBALSTAR L.P.
INTERACTIVE FIXED AND MOBILE SATELLITE NETWORK
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
96-40C USA 03/21/02 Published
GLOBALSTAR L.P.
MULTIPLE SATELLITE SYSTEM POWER ALLOCATION BY COMMUNICATION LINK OPTIMIZATION
Inventors: ▇▇▇▇▇▇▇ ▇▇ (WDL) ▇▇▇▇▇▇▇▇▇ V (GLP) ▇▇▇▇▇ J (WDL)
97-01 USA 01/03/97 6,091,933 07/18/00 Granted 01/03/17
GLOBALSTAR L.P.
INDOOR SATELLITE CELLULAR REPEATER SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
97-03 USA 01/21/97 5,912,641 06/15/99 Granted 01/21/17
GLOBALSTAR L.P.
SATELLITE TELEPHONE INTERFERENCE AVOIDANCE SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇▇▇▇ ▇▇
97-07 USA 02/06/97 5,875,180 02/23/99 Granted 02/06/17
Japan 02/06/98 Pending
GLOBALSTAR L.P.
SATELLITE TELEPHONE INTERFERENCE AVOIDANCE SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇▇▇▇ ▇▇
97-07A USA 11/23/98 6,023,463 02/08/00 Granted 02/06/17
GLOBALSTAR L.P.
SATELLITE COMMUNICATIONS SYSTEM HAVING DISTRIBUTED USER ASSIGNMENT AND RESOURCE ASSIGNMENT WITH TERRESTRIAL GATEWAYS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
97-11 USA 03/18/97 5,918,157 06/29/99 Granted 09/05/12
Canada 02/13/98 Pending
India 03/10/98 Pending
Indonesia 03/17/98 Pending
Japan 03/18/98 Pending
Taiwan 03/05/98 107162 01/19/00 Granted 03/05/18
Australia 02/12/98 724146 01/11/01 Granted 02/12/18
Mexico 02/12/98 Pending
GLOBALSTAR L.P.
LOW EARTH ORBIT DISTRIBUTED GATEWAY COMMUNICATION SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
97-15 USA 04/15/97 5,884,142 03/16/99 Granted 04/15/17
Canada 03/10/98 Pending
GLOBALSTAR L.P. PATENT PORTFOLIO Page 6
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
EPO 04/15/98 0872966 01/02/03 Granted 04/15/18
India 04/13/98 Pending
Japan 04/15/98 Pending
Korea (South) 03/31/98 Pending
Russian Federation 03/06/98 Pending
Fed. Rep. 04/15/98 0872966 01/02/03 Granted 04/15/18
Finland 04/15/98 0872966 01/02/03 Granted 04/15/18
France 04/15/98 0872966 01/02/03 Granted 04/15/18
United Kin 04/15/98 0872966 01/02/03 Granted 04/15/18
Italy 04/15/98 0872966 01/02/03 Granted 04/15/18
Sweden 04/15/98 0872966 01/02/03 Granted 04/15/18
GLOBALSTAR L.P.
DUAL MODE SATELLITE TELEPHONE WITH HYBRID BATTERY/CAPACITOR POWER SUPPLY
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ J ▇▇▇▇▇▇▇▇▇ V
97-16 USA 04/15/97 6,064,857 05/16/00 Granted 04/15/17
Japan 06/18/98 Pending
GLOBALSTAR L.P.
SYSTEM FOR GENERATING AND USING GLOBAL RADIO FREQUENCY MAPS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇-▇▇ ▇▇▇▇▇ 04/30/98 Pending
GLOBALSTAR L.P.
SYSTEM FOR GENERATING AND USING GLOBAL RADIO FREQUENCY MAPS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇-▇▇▇ ▇▇▇ 10/09/98 6,125,260 09/26/00 Granted 04/29/17
GLOBALSTAR L.P.
CHANNEL FREQUENCY ALLOCATION FOR MULTIPLE-SATELLITE COMMUNICATION NETWORK
Inventors: ▇▇▇▇▇▇▇ ▇▇ (WDL) ▇▇▇▇▇▇▇▇ ▇▇ (GLP)
97-23 USA 05/22/97 6,021,309 02/01/00 Granted 05/22/17
GLOBALSTAR L.P.
CHANNEL FREQUENCY ALLOCATION FOR MULTIPLE-SATELLITE COMMUNICATION NETWORK
Inventors: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇
97-23A USA 11/17/99 6,463,279 10/08/02 Granted 05/22/17
GLOBALSTAR L.P.
DYNAMIC TRAFFIC ALLOCATION FOR POWER CONTROL IN MULTIPLE-SATELLITE COMMUNICATION SYSTEMS
Inventors: ▇▇▇▇▇▇▇ ▇▇ (WDL) ▇▇▇▇ S (GLP CONSULT) ▇▇▇▇▇▇▇▇▇ D JR. (WDL)
97-26 USA 07/10/97 6,081,710 06/27/00 Granted 07/10/17
GLOBALSTAR L.P.
SPACECRAFT DISCIPLINED REFERENCE OSCILLATOR
Inventors: HITCH ▇▇ ▇▇▇▇▇▇▇▇▇ KP
97-36 USA 08/29/97 5,861,842 01/19/99 Granted 08/29/17
EPO 08/26/98 0899637 07/24/02 Granted 08/26/18
Japan 08/31/98 Pending
Fed. Rep. 08/26/98 69806700.2 07/24/02 Granted 08/26/18
France 08/26/98 0899637 07/24/02 Granted 08/26/18
United Kin 08/26/98 0899637 07/24/02 Granted 08/26/18
Italy 08/26/98 0899637 07/24/02 Granted 08/26/18
GLOBALSTAR L.P.
GLOBAL POSITIONING SYSTEM SELF CALIBRATION ATTITUDE DETERMINATION
Inventors: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
97-38 USA 08/31/98 6,101,430 08/08/00 Granted 09/16/17
EPO 09/16/98 Published
Japan 09/16/98 Pending
GLOBALSTAR L.P.
SATELLITE COMMUNICATION SERVICE WITH NON-CONGRUENT SUB-BEAM COVERAGE
Inventors: MONTE PA ▇▇▇▇▇▇▇▇▇▇ E
97-40 USA 10/09/97 6,101,385 08/08/00 Granted 10/09/17
GLOBALSTAR L.P.
SATELLITE COMMUNICATION SERVICE WITH NON-CONGRUENT SUB-BEAM COVERAGE
Inventors: MONTE PA ▇▇▇▇▇▇▇▇▇▇ E
97-40A USA 08/07/00 6,301,476 10/09/01 Granted 10/09/17
GLOBALSTAR L.P. PATENT PORTFOLIO Page 7
AS OF 04/02/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
BROADCAST DATA ACCESS CONTROLLER COMMUNICATIONS SYSTEM
Inventors: ▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇▇▇ ▇▇
97-44 USA 11/05/97 5,999,623 12/07/99 Granted 11/05/17
China 11/04/98 Published
India 11/03/98 Pending
Japan 11/05/98 Pending
Korea (South) 11/05/98 Pending
Mexico 10/05/98 Pending
GLOBALSTAR L.P.
GLOBAL MOBILE PAGING SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
98-01 USA 01/07/98 6,128,487 10/03/00 Granted 01/07/18
China 01/07/99 Pending
India 12/17/98 Pending
Japan 01/07/99 Published
Korea (South) 01/08/99 Pending
Mexico 12/03/98 Published
Russia Federation 12/03/98 Allowed
GLOBALSTAR L.P.
GLOBAL MOBILE PAGING SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
98-01A USA 09/28/00 6,272,339 08/07/01 Granted 01/07/18
GLOBALSTAR L.P.
MULTIPLE VOCODER MOBILE SATELLITE TELEPHONE SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇
98-04 USA 01/21/98 6,418,147 07/09/02 Granted 01/21/18
EPO 01/20/99 Pending
Japan 01/21/99 Published
Mexico 12/23/98 Pending
GLOBALSTAR L.P.
ROBUST AUTONOMOUS GPS TIME REFERENCE FOR SPACE APPLICATION
Inventors: ▇▇▇-▇▇▇▇ S ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
98-12 USA 02/24/99 6,266,584 07/24/01 Granted 02/24/19
EPO 03/08/99 0986733 06/12/02 Granted 03/08/19
Fed. Rep. 03/08/99 0986733 06/12/02 Granted 03/08/19
France 03/08/99 0986733 06/12/02 Granted 03/08/19
United Kin. 03/08/99 0986733 06/12/02 Granted 03/08/19
Italy 03/08/99 0986733 06/12/02 Granted 03/08/19
GLOBALSTAR L.P.
SATELLITE COMMUNICATION SYSTEM PROVIDING MULTI-GATEWAY DIVERSITY TO A MOBILE USER TERMINAL
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
98-19 USA 07/14/98 Pending
Canada 06/11/99 Pending
EPO 06/16/99 Published
Japan 07/14/99 Pending
Russian Federation 07/13/99 Pending
GLOBALSTAR L.P.
SATELLITE COMMUNICATION SYSTEM PROVIDING MULTI-GATEWAY DIVERSITY AND IMPROVED SATELLITE LOADING
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
98-33 USA 09/17/98 Pending
Canada 07/22/99 Pending
Japan 09/01/99 Pending
Russian Federation 09/16/99 Pending
GLOBALSTAR L.P.
ISP SYSTEM USING NON-GEOSYNCHRONOUS ORBIT SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
99-02 USA 06/16/99 Pending
Australia 01/26/00 Pending
Canada 01/17/00 Pending
Japan 01/26/00 Pending
GLOBALSTAR L.P. PATENT PORTFOLIO Page 8
AS OF 4/2/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
LOW EARTH ORBIT DISTRIBUTED GATEWAY COMMUNICATION SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA
99-31 USA 07/08/99 6,253,080 06/26/01 Granted 07/08/19
EPO 07/07/00 Published
Canada 06/02/00 Pending
China 07/10/00 Published
Hong Kong 06/18/01 Published
India Unfiled
Indonesia Unfiled
Japan Unfiled
Korea (South) 07/01/00 Published
GLOBALSTAR L.P.
LOW EARTH ORBIT DISTRIBUTED GATEWAY COMMUNICATION SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
99-31A USA 04/06/01 Published
GLOBALSTAR L.P.
USING REFLECTED SOLAR RADIATION PRESSURE TO PROVIDE
STATIONKEEPING MANEUVERING OF A SPACECRAFT
Inventors: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ B
99-36 USA 08/05/99 6,164,597 12/26/00 Granted 08/05/19
EPO 07/10/00 Published
Japan 07/19/00 Published
GLOBALSTAR L.P.
DYNAMIC SATELLITE FILTER CONTROLLER FOR ▇▇▇ SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ E
99-43 EPO 09/13/00 Pending
Hong Kong 09/12/01 Published
India Unfiled
Indonesia 09/13/00 Pending
Japan 09/14/00 Pending
Korea (South) 09/14/00 Published
Taiwan 09/14/00 153999 08/08/02 Granted 09/13/20
GLOBALSTAR L.P.
PSEUDO-GLOBAL TITLE TRANSLATION FOR INTERNATIONAL ROAMING OF ANSI-41 SUBSCRIBERS
Inventors: ▇▇▇▇▇▇ P ▇▇▇▇▇▇▇ C
YRO-04 Canada 01/21/01 Pending
China 01/21/01 Published
Australia 01/16/01 Pending
Brazil 01/16/01 Pending
Russian Federation 01/16/01 Pending
GLOBALSTAR L.P.
PSEUDO-GLOBAL TITLE TRANSLATION FOR INTERNATIONAL ROAMING OF ANSI-41 SUBSCRIBERS
Inventors: ▇▇▇▇▇▇ P ▇▇▇▇▇▇▇ C
YRO-04A USA 03/11/02 Published
GLOBALSTAR L.P.
LOW EARTH ORBIT SATELLITE CONSTELLATION STATIONKEEPING
ALGORITHM WITH ABSOLUTE ALTITUDE CONTROL
Inventors: ▇▇▇▇▇▇ LA
YRO-07 USA 01/31/00 6,453,220 09/17/02 Granted 01/31/20
France 01/17/01 Published
GLOBALSTAR L.P.
FEEDER LINK CODE DIVISION MULTIPLEXING AND DEMULTIPLEXING FOR A SATELLITE COMMUNICATION SYSTEM
Inventors: MONTE PA YUNG W
YRO-13 USA 02/15/00 Pending
GLOBALSTAR L.P.
DUAL MODE INTERNET ACCESS VIA CELLULAR AND ▇▇▇ SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
YRO-22 USA 03/19/01 Pending
GLOBALSTAR L.P.
USER TERMINAL EMPLOYING QUALITY OF SERVICE PATH DETERMINATION AND BANDWIDTH SAVING MODE FOR A SATELLITE ISP SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
YRO-25 USA 04/25/01 Published
GLOBALSTAR L.P. PATENT PORTFOLIO Page 9
AS OF 4/2/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
DEFERRING DNS SERVICE FOR A SATELLITE ISP SYSTEM USING NON-GEOSYNCHRONOUS SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
YRO-26 USA 04/24/01 Published
GLOBALSTAR L.P.
ON-BOARD DNS SERVICE FOR A SATELLITE ISP SYSTEM USING NON-GEOSYNCHRONOUS ORBIT SATELLITES
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
YRO-27 USA 04/24/01 Published
GLOBALSTAR L.P.
LOW PERFORMANCE WARNING SYSTEM AND METHOD FOR MOBILE SATELLITE SERVICE USER TERMINALS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
YRO-28 USA 05/01/01 Published
GLOBALSTAR L.P.
MULTIPLE SATELLITE REPEATER MANAGEMENT SYSTEM USING FRAME ERROR RATE FOR DIVERSITY SELECTION
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇▇▇▇ ▇▇
YRO-41 USA 08/28/00 Allowed
GLOBALSTAR L.P.
METHODS AND APPARATUS FOR BROADCASTING REGIONAL INFORMATION OVER A SATELLITE COMMUNICATION SYSTEM
Inventors: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ V SITES MJ
YRO-42 USA 08/29/00 Allowed
GLOBALSTAR L.P.
E-MAIL COMPOSITION BY REMOTE VOICE RECOGNITION FOR A USER TERMINAL OF A WIRELESS COMMUNICATION SYSTEM
Inventors: ▇▇▇▇▇▇▇▇▇ K
YRO-44 USA 09/14/00 Pending
GLOBALSTAR L.P.
SPREAD-SPECTRUM CODE DIVISION DESTINATION ACCESS (SS-CDDA) FOR SATELLITE COMMUNICATION SYSTEM W/ DISTRIBUTED GATEWAYS
Inventors: YUNG W MONTE PA ▇▇▇▇▇▇▇▇ ▇▇
YRO-51 USA 10/06/00 Pending
GLOBALSTAR L.P.
RETURN LINK CHANNEL LOADING OF MULTIPLE SATELLITES WITH MULTIPLE SPREAD SPECTRUM USER TERMINALS
Inventors: VADDIPARTY SV MONTE PA YAO Y
YRO-52 USA 10/13/00 Pending
GLOBALSTAR L.P.
RESOLUTION OF AMBIGUITY OF POSITION LOCATION FOR USER TERMINALS OPERATING IN A LOW EARTH ORBIT SATELLITE SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITEG MJ
YRO-60 USA 12/29/00 Published
GLOBALSTAR L.P.
METHOD AND APPARATUS PROVIDING SUPPRESSION OF SYSTEM ACCESS BY USE OF CONFIDENCE POLYGONS, VOLUMES AND SURFACES IN A
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ SITES ▇▇ ▇▇▇▇▇ PA
YRO-61 USA 12/29/00 Published
GLOBALSTAR L.P. PATENT PORTFOLIO Page 10
AS OF 4/2/03
FILING ISSUE
OWNER DOCKET NO. COUNTRY DATE PATENT NO. DATE STATUS EXPIRES
----- ---------- ------- ---- ---------- ---- ------ -------
GLOBALSTAR L.P.
GLOBAL DUAL TERMINAL LOW EARTH ORBIT COMMUNICATIONS SYSTEM
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PA
YR1-05 USA 03/19/01 Published
EPO 03/19/02 Published
Japan 03/19/02 Pending
GLOBALSTAR L.P.
RESOURCE ALLOCATION TO TERRESTRIAL AND SATELLITE SERVICES
Inventors: MONTE PA ▇▇▇▇▇▇ B
YR2-13P USA 06/27/02 Pending
USA Unfiled
Australia Unfiled
Brazil Unfiled
Canada Unfiled
Russian Fe Unfiled
GLOBALSTAR L.P.
SIMPLEX REMOTE TELEMETRY DATA VIA A SATELLITE SYSTEM
Inventors: VADDIPARTY ▇▇ ▇▇▇▇ BT MONTE PA
YR3-02 USA 01/29/03 Pending
GLOBALSTAR L.P./DASA
DYNAMIC BIAS FOR ORBITAL YAW STEERING
Inventors: ▇▇▇▇▇▇ ▇▇ (SS/L) FURUMOTO N (SS/L) ▇▇▇▇▇▇▇ W (DASA)
96-02 USA 01/12/96 5,791,598 08/11/98 Granted 01/12/16
India 01/03/97 Pending
Japan 01/10/97 Pending
GLOBALSTAR L.P./QUALCOMM
MULTIPLE SATELLITE REPEATER CAPACITY LOADING WITH MULTIPLE SPREAD SPECTRUM GATEWAY ANTENNAS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇ S (QUALCOMM)
95-15 USA 06/06/95 5,592,481 01/07/97 Granted 06/06/15
Canada 03/21/96 Pending
EPO 03/19/96 Pending
Hong Kong 10/19/98 Published
Japan 04/22/96 Pending
Korea (South) 05/13/96 Pending
Taiwan 04/06/96 088533 12/01/97 Granted 04/05/16
Australia 03/12/96 695589 12/03/98 Granted 03/12/16
Russian Federation 03/12/96 2136108 08/27/99 Granted 03/12/16
GLOBALSTAR L.P./QUALCOMM
MULTIPLE SATELLITE REPEATER CAPACITY LOADING WITH MULTIPLE SPREAD SPECTRUM GATEWAY ANTENNAS
Inventors: ▇▇▇▇▇▇▇▇ ▇▇ MONTE PA ▇▇▇▇▇▇ ▇▇ (Q)
95-15A USA 01/03/97 5,812,538 09/22/98 Granted 06/06/15
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
ABOVE AND BEYOND
Argentina 38 Registered 569 GLOBALSTAR L.P. 11/08/99 2,250.814 04/10/01
No additional expense 5/24/01 12/22/99 1,824.833 04/10/11
Aruba 38 Registered 577 GLOBALSTAR L.P. 06/18/99 IM-991124.13 06/18/99
No additional expense 5/24/01 20283 06/18/09
Australia 38 Registered 552 GLOBALSTAR L.P. 06/29/99 798773 07/21/00
No additional expense 5/24/01 798773 06/29/09
Barbados 38 Registered 579 GLOBALSTAR L.P. 11/03/99 99186127 09/29/00
No additional expense 5/24/01; abandon at renewal 05/18/00 81/13583 09/29/10
Chile 38 Registered 566 GLOBALSTAR L.P. 11/26/99 468.370 07/05/00
No additional expense 5/24/01 571.181 07/05/10
Columbia 38 Registered 559 GLOBALSTAR L.P. 05/25/00 0038522 03/13/01
No additional expense 5/24/01 06/27/00 249746 03/13/11
Costa Rica 38 Registered 572 GLOBALSTAR L.P. 12/08/99 073105 06/20/00
No additional expense 5/24/01 120594 06/20/10
Czech Republic 38 Registered 564 GLOBALSTAR L.P. 11/10/99 148733 11/20/00
No additional expense 5/24/01 08/16/00 228798 11/20/09
Dominican Republic 16 (63) Registered 581 GLOBALSTAR L.P. 12/29/99 52865 01/30/00
No additional expense 5/24/01; abandon at renewal 110,423 01/30/20
European Community 38 Registered 555 GLOBALSTAR L.P. 06/29/99 1228618 09/12/00
No additional expense 5/24/01 1228618 06/29/09
France 38 Registered 576 GLOBALSTAR L.P. 11/17/99 99/823 682 11/17/99
No additional expense 5/24/01 99 823 682 11/17/09
Guatemala 38 Registered 588 GLOBALSTAR L.P. 02/08/00 M-958-2000 10/17/00
No additional expense 5/24/01; abandon at renewal 107012 10/17/10
Haiti 38 Registered 582 GLOBALSTAR L.P. 12/02/99 45/125 06/23/00
No additional expense; abandon at renewal 45/125 06/23/10
Jamaica 9 Registered 583 GLOBALSTAR L.P. 11/05/99 9/2435 11/05/99
No additional expense 5/24/01; abandon at renewal 35,752 11/05/06
Mexico 38 Registered 543 GLOBALSTAR L.P. 08/03/99 385541 09/28/99
No additional expense 5/24/01 625525 08/03/09
Morocco 38 Registered 567 GLOBALSTAR L.P. 11/24/99 No. 4 11/24/99
No additional expense 5/24/01 71584 11/24/19
Netherlands Antilles 9 Registered 584 GLOBALSTAR L.P. 12/07/99 N/A 01/20/00
No additional expense 5/24/01 21952 12/07/09
Nicaragua 38 Registered 574 GLOBALSTAR L.P. 11/19/99 99-4111 12/04/00
No additional expense 5/24/01 03/31/00 45,447 C.C. 12/04/10
Panama 38 Registered 575 GLOBALSTAR L.P. 12/20/99 104437 12/20/99
No additional expense 5/24/01 104437 12/20/09
Peru 38 Registered 561 GLOBALSTAR L.P. 11/12/99 095023 02/28/00
No additional expense 5/24/01 00020506 02/28/10
Puerto Rico 38 Registered 585 GLOBALSTAR L.P. 11/04/99 47,375 07/11/01
No additional expense 5/24/01 47,375 11/04/09
Switzerland 38 Registered 565 GLOBALSTAR L.P. 11/02/99 09851/1999 07/17/00
No additional expense 5/24/01 473.354 11/02/09
Turkey 38 Registered 562 GLOBALSTAR L.P. 12/09/99 99/21269 12/09/99
No additional expense 5/24/01 06/19/00 99/21269 12/09/09
United States 38 Registered 542 GLOBALSTAR L.P. 06/18/99 75/732,362 03/21/00
No additional expense 5/24/01 2,333,230 03/21/10
Venezuela 38 Registered 549 GLOBALSTAR L.P. 06/30/99 11322-1999 02/25/00
No additional expense 5/24/01 TBD 02/25/10
GLOBALSTAR
Belize 38 Registered 655 GLOBALSTAR, L.P. 07/10/98 8171 12/03/98
Based on UK Reg. 1541774
07/15/10
Brazil 38 Registered 044 GLOBALSTAR, L.P. 08/05/94 817934049 10/29/96
817934049 10/29/06
Canada 38 Registered 046 GLOBALSTAR, L.P. 07/13/93 732,828 01/13/00
TMA521,512 01/13/15
Chile 35,38 Registered 774 GLOBALSTAR, L.P. 572,061 07/14/00
07/14/10
Chile 9 Registered 760 GLOBALSTAR, L.P. 03/23/01 522154 01/21/02
08/03/01 618.509 01/21/12
Dominica 9 Registered 530 GLOBALSTAR, L.P. 08/04/99 2106462 (UK) 07/31/96
Based on UK ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇) ▇▇/▇▇/▇▇
▇▇▇▇▇▇ 38,9 Registered 049 GLOBALSTAR, L.P. 03/02/93 93/457594 03/02/93
Renewal requested C-87 Universal TV-GLOBAL SAT 93/457594 03/02/03
Germany 9 Registered 321 GLOBALSTAR, L.P. 11/02/96 396 47 546.9 01/14/99
Use by 1/14/04 396 47 546 11/30/06
Philippines 38 Registered 055 GLOBALSTAR, L.P. 09/13/94 95181 10/18/01
Certificate correction required 09/07/01 4-1994-97239 10/18/11
United Kingdom 9 Registered 322 GLOBALSTAR, L.P. 07/31/96 2106462 07/31/96
2106462 07/31/06
United Kingdom 38 Registered 061 GLOBALSTAR, L.P. 07/15/93 1541774 07/15/93
1541774 07/15/10
United States 38 Registered 066 GLOBALSTAR, L.P. 04/09/92 74/263,999 10/24/00
2,398,158 10/24/10
United States 9 Pending 319 GLOBALSTAR, L.P. 06/25/96 75/125,377
Statement of use filed 12/12/02 06/25/02
Note: US applications/registrations cover: Guam, Panama Canal Zone, US Virgin
Islands, Northern Marianna Islands French applications/registrations
cover: Guadeloupe, Martinique, St. Barthelemy UK
applications/registrations cover: Anguilla, Antiqua & Barbuda, Dominica,
Grenada, Montserrat, St. Kitts & Nevis, St. Lucia, St. ▇▇▇▇▇▇▇ &
Grenadines, British Virgin Islands
Prepared by: ▇. ▇▇▇▇▇▇▇
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
GLOBALSTAR (CHINESE TRANSLATION)
China 38 Registered 369 GLOBALSTAR, L.P. 08/11/97 970083505 09/28/98
1211954 09/28/08
Note: US applications/registrations cover: Guam, Panama Canal Zone, US Virgin
Islands, Northern Marianna Islands French applications/registrations
cover: Guadeloupe, Martinique, St. Barthelemy UK
applications/registrations cover: Anguilla, Antigua & Barbuda, Dominica,
Grenada, Montserrat, St. Kitts & Nevis, St. Lucia, St. ▇▇▇▇▇▇▇ &
Grenadines, British Virgin Islands
Prepared by: ▇. ▇▇▇▇▇▇▇
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- ---------- ------------
GLOBALSTAR DESIGN
African IP
Organization 38 Registered 758 GLOBALSTAR, L.P. 04/03/01 3200102356 06/22/01
04/03/01 44006 04/03/11
Algeria 38 Registered 041 GLOBALSTAR, L.P. 03/02/94 047464 03/02/94
047464 03/02/04
Anguilla 38 Registered 528 GLOBALSTAR, L.P. 06/25/99 3089 07/15/00
3089 07/15/10
Antigua 38 Registered 529 GLOBALSTAR, L.P. 08/06/99 2051 06/14/00
2051 07/15/10
Argentina 38 Registered 296 GLOBALSTAR, L.P. 09/26/97 2,105,471 06/15/01
11/26/97 1,833,594 06/15/11
Aruba 38 Registered 537 GLOBALSTAR, L.P. 06/03/99 IM-990604.20 06/23/99
19944 06/03/09
Australia 38 Registered 042 GLOBALSTAR, L.P. 09/02/93 A610770 09/02/93
See conflict 41 A610770 09/02/10
Bahamas Local Registered 520 GLOBALSTAR, L.P. 07/02/99 21,756 06/06/01
21,756 07/02/13
Bahamas Local Registered 550 GLOBALSTAR, L.P. 07/15/99 21,755 06/06/01
09/07/00 21,755 07/15/13
Bahrain 38 Registered 391 GLOBALSTAR, L.P. 07/07/98 2786 01/15/00
11/10/99 TM2786 07/07/08
Barbados 38 Registered 521 GLOBALSTAR, L.P. 05/25/99 P.6714 12/01/00
07/10/00 81/14448 12/01/10
Belize 38 Registered 389 GLOBALSTAR, L.P. 07/15/93 1541774 12/03/98
Based on UK 8170
registration
Bolivia 38 Pending 753 GLOBALSTAR, L.P. 03/30/01 003966 07/15/10
11/09/01
Brazil 38 Registered 043 GLOBALSTAR, L.P. 08/05/94 817934057 10/29/96
817934057 10/29/06
British Virgin
Islands 38 Registered 536 GLOBALSTAR, L.P. 07/14/93 -- 07/12/99
Based on UK 1698 07/14/07
registration
1541776
Canada 9 Registered 313 GLOBALSTAR, L.P. 10/02/96 824,964 01/14/00
C-85 Global TMA521,516 01/14/15
Star Software
Ltd-Canada
Canada 38 Registered 045 GLOBALSTAR, L.P. 07/13/93 732,989 01/12/00
TMA521,418 01/12/15
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
Chile 35,38 Pending 769 GLOBALSTAR, L.P. 06/22/01 532,387
opposed by 11/06/01
Grencorp
China 38 Registered 047 GLOBALSTAR, L.P. 12/03/94 94019204 12/28/95
803912 12/28/05
China 9 Registered 314 GLOBALSTAR, L.P. 09/13/96 960104146 03/28/98
1163248 03/28/08
Columbia 38 Pending 754 GLOBALSTAR, L.P. 11/22/00 00088602
12/26/00
Costa Rica 38 Registered 384 GLOBALSTAR, L.P. 08/04/98 5714-98 03/23/99
112692 03/23/09
Cyprus 38 Pending 762 GLOBALSTAR, L.P. 02/23/01 8097
Rejected.
No appeal
Dominican Republic 20-pro Registered 556 GLOBALSTAR, L.P. 07/02/99 30274 12/15/99
108,838 12/15/19
Dominican Republic 63-pri Registered 552 GLOBALSTAR, L.P. 07/02/99 30273 12/15/99
108,996 12/15/19
Ecuador 38 Registered 751 GLOBALSTAR, L.P. 11/20/00 109256 07/25/01
02/03/01 4070-01 07/25/11
Egypt 38 Registered 298 GLOBALSTAR, L.P. 09/25/95 97591 09/07/99
01/07/99 97591 09/25/05
El Salvador 38 Registered 387 GLOBALSTAR, L.P. 06/18/98 3490/98 01/13/00
Recorded 226 01/13/10
assignment
has been
published
Finland 9 Registered 315 GLOBALSTAR, L.P. 07/26/96 3279/96 12/15/99
216191 12/15/09
Finland 38 Registered 306 GLOBALSTAR, L.P. 09/26/95 5495/95 07/15/96
201105 07/15/06
France 38,9 Registered 048 GLOBALSTAR, L.P. 03/02/93 93/457593 03/02/93
Renewal 93/457593 03/02/03
requested
Germany 38 Registered 303 GLOBALSTAR, L.P. 09/30/95 395 38 260.2 02/10/97
395 38 260 09/30/05
Grenada 38 Registered 531 GLOBALSTAR, L.P. 07/15/93 84 of 1999 07/15/93
Based on UK 84 of 1999 07/15/10
1541776
Guatemala 38 Registered 388 GLOBALSTAR, L.P. 06/02/98 M-4048-8 10/04/99
98,983 10/04/09
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
Haiti 38 Registered 523 GLOBALSTAR, L.P. 05/07/99 U 000426 01/14/00
Aff. of use 263/122 01/14/10
due 1/14/05
Honduras 38 Registered 386 GLOBALSTAR, L.P. 03/30/98 4133/98 05/13/99
5269 05/13/09
Hong Kong 38 Registered 308 GLOBALSTAR, L.P. 12/18/97 97 17904 12/18/97
Renewal B04048/2000 12/18/04
requested
Hong Kong 9 Registered 316 GLOBALSTAR, L.P. 08/08/96 96-09817 05/10/99
B05689 08/08/03
India 9 Pending 446 GLOBALSTAR, L.P. 06/22/98 807103
Informal
hearing
scheduled
1/6/03
Indonesia 38 Registered 051 GLOBALSTAR, L.P. 01/25/94 H4.HC.01.01 04/06/95
330954 01/25/04
Ireland 9,38 Registered 674 GLOBALSTAR, L.P. 09/08/00 2000/03272 09/08/00
08/08/01 219066 09/08/10
Israel 38 Registered 052 GLOBALSTAR, L.P. 10/11/93 89200 06/11/95
89200 10/11/14
Italy 9 Registered 323 GLOBALSTAR, L.P. 09/25/96 RM96C004251 09/01/98
758651 09/25/06
Italy 38 Registered 299 GLOBALSTAR, L.P. 04/10/95 RM95C004533 07/23/97
720128 04/10/05
Jamaica 9 Pending 548 GLOBALSTAR, L.P. 06/23/99 9/2378
Registration 03/09/00
details
pending
Japan 38 Registered 053 GLOBALSTAR, L.P. 08/31/93 89252/1993 12/25/96
3241721 06/25/06
Japan 9 Registered 317 GLOBALSTAR, L.P. 11/26/96 133468/1996 03/06/98
4121722 03/06/08
Jordan 38 Registered 626 GLOBALSTAR, L.P. 01/02/00 59236 04/29/02
01/30/02 59236 01/02/10
Jordan 9 Registered 392 GLOBALSTAR, L.P. 07/19/98 50563 11/27/99
50563 07/19/05
Korea, Republic of 9 Registered 324 GLOBALSTAR, L.P. 11/27/96 96-52713 02/27/98
397528 02/27/08
Korea, Republic of 38 Registered 300 GLOBALSTAR, L.P. 10/01/95 95-9313 06/20/96
36758 06/20/07
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
Kuwait 38 Registered 393 GLOBALSTAR, L.P. 06/14/99 43389 08/14/01
07/08/01 35429 06/14/09
Malaysia 9 Registered 304 GLOBALSTAR, L.P. 12/09/97 MA/213067/97 04/04/02
09/27/01 97021306 12/09/07
Malaysia 38 Registered 390 GLOBALSTAR, L.P. 12/01/97 97/18664 07/11/01
04/26/01 97018664 12/01/07
Mexico 38 Registered 054 GLOBALSTAR, L.P. 02/01/96 253383 05/27/96
522691 02/01/06
▇▇▇▇▇▇▇▇▇▇ ▇▇ Registered 532 GLOBALSTAR, L.P. 07/14/93 -- 07/26/99
1462 07/14/07
Morocco 38 Registered 759 GLOBALSTAR, L.P. 01/18/01 476 01/18/01
76042 01/18/21
Netherlands 9 Registered 525 GLOBALSTAR, L.P. 11/11/99 12/13/99
Antilles 21893 11/11/09
New Zealand 38 Registered 557 GLOBALSTAR, L.P. 10/28/99 601842 05/12/00
601842 10/28/06
Nicaragua 38 Registered 385 GLOBALSTAR, L.P. 05/14/98 98-01839 02/05/01
46,915 C.C. 02/05/11
Norway 38 Registered 307 GLOBALSTAR, L.P. 08/25/95 T955264 11/21/96
178 116 11/21/06
Onan 38 Pending 394 LORAL GENERAL 09/27/98 18742
Assignment PARTNER, INC.
filed 1/15/03
Panama 38 Registered 383 GLOBALSTAR, L.P. 03/30/98 093270 04/01/98
04/30/01 93270 04/01/08
Peru 38 Registered 757 GLOBALSTAR, L.P. 11/21/00 118568 04/17/01
02/18/01 25351 04/17/11
Philippines 38 Registered 056 GLOBALSTAR, L.P. 10/23/95 103605 08/08/01
09/07/01 4-1995-105848 08/08/11
Portugal 38 Registered 756 GLOBALSTAR, L.P. 11/22/00 351,518 10/24/01
Registration 02/28/01 TBD 10/24/11
granted,
certificate
pending
Puerto Rico 38 Registered 526 GLOBALSTAR, L.P. 06/07/99 049789 08/22/02
05/04/01 45,789 06/07/09
Qatar 38 Pending 395 LORAL GENERAL 07/13/98 19019
Assignment PARTNER, INC.
filed 1/13/03
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
Russian 38 Registered 112 GLOBALSTAR, L.P. 09/08/95 95710003 12/13/96
Federation 95710003 09/08/05
Russian 35 Registered 627 GLOBALSTAR, L.P. 03/10/00 2000705241 04/02/02
Federation 05/25/02 RU 210366 03/10/10
Russian 9 Registered 625 GLOBALSTAR, L.P. 01/11/00 2000700479 11/09/01
▇▇▇▇▇▇▇▇▇▇ ▇▇/▇▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇/▇▇/▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 38 Registered 057 GLOBALSTAR, L.P. 10/07/95 31223 10/20/95
387/4 06/19/05
Singapore 38 Registered 302 GLOBALSTAR, L.P. 09/21/95 S/9015/95 09/21/95
T95/09015E 09/21/05
South Africa 38 Registered 305 GLOBALSTAR, L.P. 08/24/95 9511130 08/24/95
95/11130 08/24/05
Spain 38 Registered 755 GLOBALSTAR, L.P. 11/23/00 2359857 10/22/01
C-86 Dresser 02/16/01 2359857 11/23/10
▇▇▇▇▇ AB
GLOBALSTAR
(CTM)
▇▇. ▇▇▇▇▇-▇▇▇▇▇ ▇▇ Registered 533 GLOBALSTAR, L.P. 10/06/99 S4 10/06/99
S4 of 1999 10/06/13
St. Lucia 38 Registered 534 GLOBALSTAR, L.P. 07/15/93 N/A 07/15/93
Based on UK 31 of 1999 07/15/10
registration
St. ▇▇▇▇▇▇▇ 38 Registered 535 GLOBALSTAR, L.P. 72 07/15/93
Based on UK 1541776 07/15/10
▇▇▇▇▇▇▇
▇▇▇▇▇▇ 38 Registered 058 GLOBALSTAR, L.P. 11/19/93 9307907 02/25/94
256004 02/25/04
Taiwan 9 Registered 318 GLOBALSTAR, L.P. 02/12/97 86006907 10/01/98
812764 10/01/08
Taiwan 38 Registered 310 GLOBALSTAR, L.P. 02/08/96 856618 10/16/97
00094940 10/16/07
Trinidad & 38 Registered 527 GLOBALSTAR, L.P. 05/26/99 29513 05/26/99
Tobago 07/05/00 29513 05/26/09
Turks & Caicos 9 Registered 547 GLOBALSTAR, L.P. 06/24/99 11,874 06/24/99
11/20/99 11,874 06/24/13
Turks & Caicos 38 Unfiled 539 GLOBALSTAR, L.P.
No service
marks
available
Ukraine 38 Registered 311 GLOBALSTAR, L.P. 09/22/95 95092784/T 08/15/00
UA 15240 09/22/05
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
United Arab 38 Registered 396 GLOBALSTAR, L.P. 07/13/98 27596 05/19/99
Emirates 20960 07/13/08
United Kingdom 38 Registered 062 GLOBALSTAR, L.P. 07/15/93 1541776 07/15/93
1541776 07/15/10
United States 38 Suspended 447 GLOBALSTAR, L.P. 07/14/98 75/518, 872
Suspended
pending reg.
of prior GLP
US apps
Uruguay 38 Registered 752 GLOBALSTAR, L.P. 11/20/00 327.980 05/16/01
12/29/00 327.980 05/16/11
Venezuela 38 Registered 087 GLOBALSTAR, L.P. 02/18/94 2083-94 01/05/96
C-36, 83 2083-94 01/05/06
Yemen North 38 Registered 397 GLOBALSTAR, L.P. 07/05/98 12464 04/24/99
9573 07/05/08
Note: US applications/registrations cover: Guam, Panama Canal Zone, US Virgin
Islands, Northern Marianna Islands French applications/registrations
cover: Guadeloupe, Martinique, St. Barthelemy UK
applications/registrations cover: Anguilla, Antigua & Barbuda, Dominica,
Grenada, Montserrat, St. Kitts & Nevis, St. Lucia, St. ▇▇▇▇▇▇▇ &
Grenadines, British Virgin Islands
Prepared by: ▇. ▇▇▇▇▇▇▇
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
IT'S FOR YOU
Argentina 38 Registered 089 GLOBALSTAR, L.P. 02/02/95 1,959,531 12/15/95
Abandon at renewal 1,584,626 12/15/05
Australia 38 Registered 090 GLOBALSTAR, L.P. 01/20/95 651,236 05/09/97
Abandon at renewal 651,236 01/20/05
Brazil 38.10 Registered 091 GLOBALSTAR, L.P. 05/26/95 818547448 08/12/97
Abandon at renewal 547448 08/12/07
Canada 38 Registered 092 GLOBALSTAR, L.P. 01/16/95 773,110 12/20/96
Abandon at renewal TMA467,958 12/20/11
France 38,9 Registered 094 GLOBALSTAR, L.P. 02/20/95 95,559,160 07/28/95
Abandon at renewal 95,559,160 02/20/05
Korea, Republic of 106 Registered 099 GLOBALSTAR, L.P. 01/14/95 95-258 11/29/96
Abandon at renewal 33702 11/29/06
Mexico 38 Registered 100 GLOBALSTAR, L.P. 01/27/95 222,828 05/28/96
Abandon at renewal 522,877 01/27/05
Russian Federation 38 Registered 102 GLOBALSTAR, L.P. 02/07/95 95701255 05/17/96
Abandon at renewal 14196 02/07/05
Saudi Arabia 38 Registered 103 GLOBALSTAR, L.P. 02/15/95 28427 04/17/96
Abandon at renewal 375/46 10/15/04
United Kingdom 38 Registered 106 GLOBALSTAR, L.P. 01/11/95 2,007,347 01/05/96
Abandon at renewal 2,007,347 01/11/05
Venezuela 38 Registered 107 GLOBALSTAR, L.P. 02/03/95 1,220 06/05/97
Abandon at renewal Pending 06/05/07
Note: US applications/registrations cover: Guam, Panama Canal Zone, US Virgin
Islands, Northern Marianna Islands French applications/registrations
cover: Guadeloupe, Martinique, St. Barthelemy UK
applications/registrations cover: Anguilla, Antigua & Barbuda, Dominica,
Grenada, Montserrat, St. Kitts & Nevis, St. Lucia, St. ▇▇▇▇▇▇▇ &
Grenadines, British Virgin Islands
Prepared by: ▇. ▇▇▇▇▇▇▇
GLOBALSTAR L.P.
GLOBALSTAR TRADEMARK STATUS REPORT
AS OF 4/2/03
CASE FILING DATE/ APPLN. NO./ REG. DATE
COUNTRY CLASS STATUS NO. OWNER ALLOWANCE DATE REG. NO. RENEWAL DATE
------- ----- ------ --- ----- -------------- -------- ------------
MISC. DESIGN
United States 38 Pending 678 GLOBALSTAR, L.P. 08/26/00 76/122,102
Extension to 05/21/02
5/21/03
Note: US applications/registrations cover: Guam, Panama Canal Zone, US Virgin
Islands, Northern Marianna Islands French applications/registrations
cover: Guadeloupe, Martinique, St. Barthelemy UK
applications/registrations cover: Anguilla, Antigua & Barbuda, Dominica,
Grenada, Montserrat, St. Kitts & Nevis, St. Lucia, St. ▇▇▇▇▇▇▇ &
Grenadines, British Virgin Islands
Prepared by: ▇. ▇▇▇▇▇▇▇
SCHEDULE 4.7
PLEDGED COLLATERAL
Please refer to Attachment 1 to Schedule 4.3 Subsidiaries of Borrower.
EXHIBIT A-1
FORM OF
TERM LOAN NOTE
U.S. $__________ Dated: [_________], 2003
FOR VALUE RECEIVED, the undersigned, GLOBALSTAR, L.P. (the
"Borrower"), HEREBY PROMISES TO PAY to the order of ICO Investment Corp. (the
"Lender") the principal sum of [_____________] United States Dollars
($[_________]), or if less, the unpaid principal amount of the Loans (as defined
in the Agreement referred to below) of the Lender to the Borrower pursuant to
the Term Loan Commitment (as defined in the Agreement referred to below),
payable at such times, and in such amounts, as are specified in the Agreement.
The Borrower promises to pay interest on the unpaid principal
amount hereof from the date when made until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in the
Agreement. The date and amount of each Term Loan made by the Lender pursuant to
the Term Loan Commitment and each payment made on account of the principal
thereof shall be recorded on Annex A hereto.
Both principal and interest are payable in lawful money of the
United States of America to the Lender in immediately available funds.
This Note is one of the Term Loan Notes referred to in, and is
entitled to the benefits of, the Secured Super-Priority Debtor in Possession
Credit Agreement, dated as of May __, 2003 (as it may be amended or otherwise
modified from time to time, the "Agreement"), among the Borrower, the
Subsidiaries (as defined therein) of the Borrower listed on the signature pages
thereto as Guarantors (as defined therein) and the Lender, and the other Loan
Documents referred to therein and entered into pursuant thereto. The Agreement,
among other things, (i) provides for the Term Loans of the Lender in an amount
not to exceed the United States Dollar amount first above mentioned, the
Indebtedness (as defined in the Agreement) of the Borrower resulting from such
Term Loans being evidenced by this Note and (ii) contains provisions for
acceleration of the maturity of the unpaid principal amount of this Note upon
the happening of certain stated events and also for prepayments on account of
the principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.
This Note is secured as provided in the Agreement.
Except as otherwise provided for in the Agreement and
applicable law, the Borrower waives presentment, demand and protest and notice
of presentment, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all commercial paper, accounts,
contracts rights, documents, instruments, chattel paper and guaranties at any
time held by the Lender on which the Borrower may in any way be liable and
hereby ratify and confirm whatever the Lender may do in this regard.
Ex.A-1
This Note shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.
GLOBALSTAR, L.P.,
a Debtor and Debtor in Possession
By: ____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Ex.A-2
ANNEX A
Amount of Principal
Date Amount of Loan Paid or Prepaid Notation Made by
---- -------------- -------------------- ----------------
Ex.A-3
EXHIBIT A-2
FORM OF
PIK INTEREST NOTE
Dated: [_________], 2003
FOR VALUE RECEIVED, the undersigned, GLOBALSTAR, L.P. (the
"Borrower"), HEREBY PROMISE TO PAY to the order of ICO Investment Corp. (the
"Lender") the principal amount equal to the amount of accrued interest on the
Loans (as defined in the Agreement referred to below) capitalized in accordance
with Section 2.5(b) of the Agreement and evidenced by this Note. The Lender is
hereby authorized to endorse on Annex A hereto the amounts of interest
capitalized in accordance with Section 2.5(b) of the Agreement. Any such
endorsement shall be conclusive and binding in the absence of manifest error.
Interest on the unpaid principal amount hereof shall be
capitalized pursuant to Section 2.5(b) of the Agreement until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Agreement
Payments hereunder shall be in lawful money of the United
States of America to the Lender in immediately available funds.
This Note is the PIK Interest Note referred to in, and is
entitled to the benefits of, the Secured Super-Priority Debtor in Possession
Credit Agreement, dated as of May 19, 2003 (as it may be amended or otherwise
modified from time to time, the "Agreement"), among the Borrower, the
Subsidiaries (as defined therein) of the Borrower listed on the signature pages
thereto as Guarantors (as defined therein) and the Lender, and the other Loan
Documents referred to therein and entered into pursuant thereto. The Agreement,
among other things, (i) provides for the aggregate Indebtedness of the Borrower
to the Lender resulting from the capitalization of accrued interest payable on
the Loans being evidenced by this Note and (ii) contains provisions for
acceleration of the maturity of the unpaid principal amount of this Note upon
the happening of certain stated events and also for prepayments on account of
the principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.
This Note is secured as provided in the Agreement.
Except as otherwise provided for in the Agreement and
applicable law, the Borrower waives presentment, demand and protest and notice
of presentment, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all commercial paper, accounts,
contracts rights, documents, instruments, chattel paper and guaranties at any
time held by the Lender on which the Borrower may in any way be liable and
hereby ratify and confirm whatever the Lender may do in this regard.
This Note shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.
Ex.A-4
GLOBALSTAR, L.P.,
a Debtor and Debtor in Possession
By: ____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Ex.A-5
ANNEX A
Amount of Interest
Date Capitalized Notation Made by
------------- -------------------- ----------------
EXHIBIT B
FORM OF APPROVED BUDGET
ICO GLOBAL COMMUNICATIONS
GLOBALSTAR INTERIM DIP BUDGET
MAY 1, 2003 - DECEMBER 31, 2003
EIGHT MONTHS
MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 MAY-DEC 2003
------ ------ ------ ------ ------ ------ ------ ------ ------------
OPERATIONS 5,160 5,444 4,492 4,333 4,813 4,421 4,098 6,680 39,442
RESTRUCTURING 1,282 595 350 100 100 100 100 2,750 5,377
RETIREMENT OF DIP 1 10,384 -- -- -- -- -- -- -- 10,384
ONE-TIME ALLOWABLE VARIANCE 200 -- -- -- -- -- -- -- 200
------ ----- ----- ----- ----- ----- ----- ----- ------
TOTAL 17,026 6,039 4,842 4,433 4,913 4,521 4,198 9,430 55,403
====== ===== ===== ===== ===== ===== ===== ===== ======
Note 1 - Does not include dealer commissions or revenue split
Note 2 - Does not include cost of equipment
Ex.B-1
EXHIBIT C
FORM OF
FINANCING ORDER
EXHIBIT C
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: ) CHAPTER 11
)
GLOBALSTAR CAPITAL CORPORATION, ET AL.,(1) ) CASE NO. 02-10499 (PJW)
)
DEBTORS. ) JOINTLY ADMINISTERED
)
) HEARING DATE MAY 20, 2003 AT
) 4:00 P.M.
NOTICE OF FILING OF PROPOSED FORM OF ORDER
TO: THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE,
THE OFFICIAL COMMITTEES IN THESE CHAPTER 11 CASES, AND ALL
PARTIES-IN-INTEREST INCLUDING THOSE HAVING FILED REQUESTS FOR NOTICE
PURSUANT TO BANKRUPTCY RULE 2002.
PLEASE TAKE NOTICE that the above-captioned debtors and debtors in
possession (collectively the "Debtors") have filed a proposed form of order (the
"Order") with respect to the Motion of the Debtors and Debtors in Possession for
an Order Authorizing a Secured Postpetition Financing Agreement [Docket No. 884]
(the "Motion"). A copy of the Order is annexed hereto as Exhibit A.
----------
(1) The following affiliates of Globalstar Capital Corporation have filed
voluntary petitions for relief, and their cases are being jointly administered
in these proceedings: Globalstar L.L.C., Globalstar Services Company, Inc., and
Globalstar L.P.
PLEASE TAKE NOTICE that a hearing on the Motion will be held on May 20,
2003 at 4:00 p.m. before The ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, United States Bankruptcy
Court for the District of Delaware, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Dated: Wilmington, Delaware
May 16,2003
▇▇▇▇▇ DAY
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
-and-
YOUNG ▇▇▇▇▇▇▇ STARGATT & ▇▇▇▇▇▇, LLP
/s/
------------------------------------
Brendan ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (No. 3136)
M. ▇▇▇▇▇ ▇▇▇▇▇▇ (No. 3614)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (No. 4119)
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Co-Counsel for the Debtors and
Debtors in Possession
Exhibit A to Exhibit C
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
Globalstar Capital Corporation, et al., (1) ) Case No. 02-10499 (PJW)
)
Debtors. ) Jointly Administered
)
) REF. DOCKET NO. 884
FINAL ORDER PURSUANT TO SECTION 364(c) OF THE BANKRUPTCY CODE
AND BANKRUPTCY RULE 4001 AUTHORIZING DEBTORS
TO OBTAIN SECURED POSTPETITION FINANCING
A hearing having been held on May 20, 2003 (the "Hearing") to
consider the motion, dated May 2, 2003 (the "Motion"), of Globalstar, L.P.
("Globalstar"), Globalstar Capital Corporation, Globalstar Services Company,
Inc. and Globalstar L.L.C., as debtors and debtors in possession (collectively,
the "Debtors"), seeking an order approving pursuant to section 364(c) of title
11, United States Code (the "Bankruptcy Code"), and Fed. R. Bankr. P. 4001(c),
that certain Secured Super-Priority Debtor in Possession Credit Agreement, by
and among Globalstar, as borrower, the other Debtors, as guarantors, and ICO
Investment Corp. (the "Lender") (as the same may be amended, supplemented or
otherwise modified from time to time, the "DIP Facility"),2 and authorizing the
Debtors to obtain under the DIP Facility postpetition loans up to an aggregate
principal amount of $35,000,000 (1) secured pursuant to sections 364(c)(2) and
364(c)(3) of the Bankruptcy Code by (a) first priority liens on all of the
Debtors' unencumbered assets and a junior lien on any of the Debtors' assets
encumbered by Permitted Liens (which
--------------------
(1) The following affiliates of Globalstar Capital Corporation have filed
voluntary petitions for relief and their cases are being jointly
administered in these proceedings: Globalstar, LLC, G1obalstar Services
Company, Inc. and Globalstar, L.P.
(2) Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto in the DIP Facility.
Collateral expressly excludes the (i) Wind-Down Funds, (ii) Avoidance Actions
and all monies and other property of any kind received therefrom or recovered in
connection therewith, and (iii) FCC licenses (clauses (i), (ii) and (iii),
collectively, the "Excluded Assets") and also excludes the $250,000 of cash
collateral of the Borrower that will be subject to the Commitment Fee Lien (as
defined in the Motion)), in each case, in which a lien may be legally granted;
(b) a pledge of the equity interest in the outstanding capital stock of L/Q
Licensee, Inc.; and (c) all proceeds of sale of all FCC licenses held by the
Debtors (collectively, the "Collateral"), in the case of each of the foregoing
clauses (a), (b), and (c) subject and subordinate to Permitted Liens, and (2)
entitled to administrative expense priority with priority over all other
administrative expenses pursuant to section 364(c)(1) of the Bankruptcy Code but
subject and subordinate to the Wind Down Costs as provided in paragraph 7
hereof, and the Court having considered the Motion and the Exhibits thereto, the
DIP Facility and the Schedules and Exhibits thereto; and the appearances of all
interested parties having been noted in the record of the Hearing; and upon the
Motion, papers in support thereof, the record of the Hearing; and after due
deliberation and sufficient cause appearing therefor, it is
HEREBY FOUND AND DETERMINED:
A. This Court has jurisdiction over this proceeding and the
parties in interest and properties and interests in properties affected by the
Motion pursuant to 28 U.S.C. Sections 157 and 1334. Consideration of this Motion
is a core proceeding under 28 US.C. Sections 157(b). Venue of this proceeding is
proper in this district pursuant to 28 U.S.C. Sections 1408 and 1409.
B. Good and sufficient notice of the Hearing to consider entry of
this Order (including service of a copy of the Motion and the Exhibits thereto)
has been given. Such notice is sufficient for all purposes under the Bankruptcy
Code, including, without limitation, sections 102(1), 363 and 364 of the
Bankruptcy Code and the applicable Federal Rules of Bankruptcy
2
Procedure, including, without limitation, Fed. R. Bankr. P. 2002, 4001(c) and
6004 in respect of the relief requested in the Motion.
C. On February 15, 2002, each of the Debtors filed with this
Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code.
The Debtors remain in possession of their assets and are authorized to continue
the operation and management of their businesses as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
D. On April 25, 2003, the Court approved an investment
transaction with ICO Global Communications (Holdings) Limited ("ICO").
E. Absent additional postpetition financing, the Debtors do not
have sufficient liquidity to fund their business operations through consummation
of the ICO Transaction.
F. The Debtors cannot obtain postpetition unsecured credit solely
under section 503(b)(1) of the Bankruptcy Code as an administrative expense. New
credit is unavailable to the Debtors without securing such new credit and other
obligations with liens on and security interests in all property and interests
in the Collateral, subject and subordinate to the Permitted Liens and providing
such credit with super-priority administrative expense (subject and subordinate
to Wind Down Costs). The Debtors cannot obtain postpetition financing on terms
more favorable to the Debtors than the financing made available under the DIP
Facility.
G. Absent the DIP Facility, the Debtors and their estates would
be unable to fund their business operations through consummation of the ICO
Transaction and consequently, would suffer irreparable harm. The availability of
funding under the DIP Facility to finance the Debtors' business operations is in
the best interests of the Debtors and their respective creditors and estates
because it enables the Debtors to pursue consummation of the ICO Transaction
3
without significantly increasing the risk of administrative insolvency (as a
result of the Lender's agreement to the carve-outs from the lien and priority
granted hereunder).
H. The DIP Facility and the transactions contemplated thereby,
including, without limitation, the use of loan proceeds for the purposes set
forth therein and on the attached Schedules and Exhibits, have no intended
effect that is improper under the Bankruptcy Code. The DIP Facility has been
negotiated in good faith and at arm's length between the Debtors and the Lender,
with the consent and support of the Committee, and any credit extended and loans
made to, or for the benefit of, any of the Debtors by the Lender, including,
without limitation, the Loans, shall be deemed to have been extended and made in
good faith within the meaning of section 364(e) of the Bankruptcy Code and
therefore entitled to the protections of section 364(e) of the Bankruptcy Code.
I. The terms of the DIP Facility are fair, reasonable and
adequate under the circumstances.
J. The relief requested in the Motion, including approval of the
Loans on a final basis, is in the best interests of the Debtors and their
respective creditors and estates, and is necessary to the continued operations
and successful reorganization of the Debtors.
For all of the foregoing findings of fact, and after due deliberation
and sufficient cause appearing therefor, the Court ORDERS, ADJUDGES AND DECREES
THAT:
1. The Motion is granted.
2. The DIP Facility, annexed hereto as Exhibit A, and each of the
other Loan Documents, the Waiver and Consent, and the Escrow Agreement (each as
defined in the Motion) are authorized and approved and the Debtors are (a)
authorized to execute, if not previously executed, and deliver to the Lender
each of the Loan Documents including, without limitation, the DIP Facility, and
authorized to execute, if not previously executed, and deliver to the
4
administrative agent under the Existing DIP Facility, the Waiver and Consent and
the Escrow Agreement thereunder and (b) authorized to comply with their
respective obligations under each of the Loan Documents and such Waiver and
Consent and the Escrow Agreement. Each of the Debtors is authorized to effect
all actions, to execute and deliver all agreements, instruments, and documents
and to pay all present and future fees, costs, expenses, and taxes which may be
required, necessary, or appropriate for the complete performance of its Loan
Obligations under the DIP Facility and each of the other Loan Documents,
including the Notes. The Debtors are authorized to cooperate and comply with any
reasonable requests as made by the Lender under the terms of the DIP Facility.
3. All amounts provided for in the DIP Facility (up to an
aggregate amount of $35,000,000) are to be available for the purposes provided
in the DIP Facility, which purposes are not be improper under the Bankruptcy
Code. The proceeds of the Loans shall be used solely as provided in the DIP
Facility.
4. The DIP Facility and each of the Loan Documents, respectively,
shall constitute and evidence the valid and binding Obligations of each of the
Debtors, which obligations shall be enforceable against each of the Debtors in
accordance with their terms and the terms of this Order.
5. Except with respect to the pledge of the equity interest in
outstanding capital stock of L/Q Licensee, Inc., the pledges of, liens on, and
security interests in, the Collateral (which expressly excludes the Excluded
Assets and the $250,000 of cash collateral of the Borrower that will be subject
to the Commitment Fee Lien (as defined in the Motion)) granted by the Debtors as
security for their obligations under the Loan Documents are approved in all
respects. The Collateral does not include the Avoidance Actions.
5
6. The Debtors agree that no cost or expense which is incurred by
the Debtors in connection with or on account of the preservation or disposition
of any Collateral or which otherwise could be chargeable to the Lender or the
Collateral pursuant to section 506(c) of the Bankruptcy Code or otherwise, shall
be chargeable to Lender or the Collateral without the consent of the Lender
absent prior authorization from the Court.
7. As security for the full and complete repayment, performance
and satisfaction of the Debtors' Loan obligations arising under the DIP
Facility, the Lender is hereby granted, effective immediately and without the
necessity of the execution by the Debtors or the Lender, or filing or
recordation by any party, of financing statements, mortgages, security
agreements, or otherwise, pursuant to sections 364(c)(2) and 364(c)(3) of the
Bankruptcy Code, first priority perfected liens on and security interests in all
of the Collateral (which expressly excludes the Excluded Assets and the $250,000
of cash collateral of the Borrower that will be subject to the Commitment Fee
Lien (as defined in the Motion)), subject and subordinate to Permitted Liens and
subject to the repayment of the Loans and the payment of the Commitment Fee (as
defined in the Existing DIP Facility) under the Existing DIP Facility.
Notwithstanding the foregoing sentence, the Lender may, in its sole discretion,
file or cause the Debtors to file at the sole expense of the Debtors, such
financing statements, mortgages, notices of liens, or similar documents or
instruments or otherwise confirm perfection of such liens, security interests,
and mortgages as the Lender may require, and the automatic stay imposed under
section 362 of the Bankruptcy Code shall be deemed modified for such purposes,
and all such financing statements, mortgages, notices of liens, or similar
documents or instruments shall be deemed to have been filed or recorded at the
time and on the date of entry of this Order. In addition, the Obligations under
the DIP Facility are entitled, pursuant to section 364(c)(1) of the Bankruptcy
Code to administrative priority with priority over all other administrative
expenses, including chapter 7
6
administrative expenses, which super-priority administrative claims (i) shall be
subordinated to the Wind-Down Costs only to the extent of the Wind Down Funds
and (ii) shall not be paid from the Avoidance Actions or any monies or other
property of any kind received therefrom or recovered in connection therewith.
8. The security interests in and liens on the Collateral granted
to the Lender hereunder shall not be, in right of payment or priority,
subordinated to, or pari passu with, any security interest or lien granted
pursuant to section 364(c), 364(d), 546(c) of the Bankruptcy Code, or otherwise,
other than Permitted Liens and the Commitment Fee Lien.
9. The Debtors are (a) authorized to execute and deliver to the
Lender any and all nonmaterial amendments to the DIP Facility as approved by the
Lender and the Debtors, without further order of the Court, and (b) authorized
to comply with their respective obligations under any such amendment or
amendments.
10. Subject to the provisions of the DIP Facility, the automatic
stay provisions of section 362 of the Bankruptcy Code are modified to the extent
necessary to permit the Lender to exercise, upon the occurrence of an Event of
Default, and the giving of written notice thereof, all rights and remedies
provided for in the DIP Facility and this Order; provided that such remedies may
not be exercised until expiration of the Standstill Period as provided in the
DIP Facility. The Standstill Period starts upon the delivery of the Lender's
written notice of termination and acceleration.
11. The provisions of this Order shall be binding upon and inure
to the benefit of the Lender, the Debtors, and their respective successors and
assigns including, without limitation, any trustee hereinafter appointed for any
of the estates of any of the Debtors.
12. If any or all of the provisions of this Order or the DIP
Facility are hereafter reversed, modified, vacated, or stayed by subsequent
order of this Court or by any other
7
court, such reversal, modification, vacatur, or stay shall not affect the
validity of any obligation to the Lender that is or was incurred by any of the
Debtors pursuant to this Order and that is or was incurred prior to the
effective date of such reversal, modification, vacatur, or stay, and shall not
affect the validity and enforceability of any security interest, lien, or
priority authorized, created, or granted by this Order or the DIP Facility, and
notwithstanding such reversal, modification, vacatur, or stay, any obligations
of the Debtors pursuant to this Order or the DIP Facility arising prior to the
effective date of such reversal, modification, vacatur, or stay shall be
governed in all respects by the provisions of this Order and the DIP Facility,
and the validity of any such obligation incurred, or security interest or lien
authorized, shall be entitled to the protection accorded by section 364(e) of
the Bankruptcy Code.
13. The failure of the Lender to seek relief or otherwise exercise
their rights and remedies under the DIP Facility or this Order shall not
constitute a waiver of any of the rights of the Lender hereunder, thereunder, or
otherwise.
14. In the event of any inconsistency between the terms and
conditions of (i) the DIP Facility, any Loan Document, or any order of this
Court entered prior to or on the date hereof, and (ii) this Order, the
provisions of the DIP Facility shall govern and control.
15. The DIP Facility and this Order are binding upon the parties
to the DIP Facility and their respective successors and assigns.
16. To the extent any of the foregoing findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the foregoing
conclusions of law constitute findings of fact, they are adopted as such.
17. The Debtors are hereby authorized to pay up to $10,000 to LQP
to reimburse LQP for its reasonable fees and expenses incurred in connection
with the LQP Pledge.
Dated: Wilmington, Delaware
May ___, 2003
____________________________________
The ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief United States Bankruptcy Judge
8
EXHIBIT D
FORM OF
NOTICE OF BORROWING
ICO Investment Corp.
▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
[Date]
Ladies and Gentlemen:
The undersigned, GLOBALSTAR, L.P. (the "Borrower"), refers to
the Secured Super-Priority Debtor in Possession Credit Agreement, dated as of
May 19, 2003, among the Borrower, the Subsidiaries (as defined therein) of the
Borrower listed on the signature pages thereto as Guarantors (as defined
therein) and the Lender (as it may be amended or otherwise modified from time to
time, the "Agreement"; and capitalized terms not defined herein but defined
therein being used herein as therein defined), and hereby gives you notice,
irrevocably, pursuant to Section 2.2 of the Agreement that the undersigned
hereby request a Borrowing under the Agreement, and in that connection sets
forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 2.2 of the Agreement:
(i) The Business Day of the Proposed Borrowing is _________,
200__.
(ii) The aggregate amount of the Loans constituting the
Proposed Borrowing is $____________________.
(iii) The Permitted Expenditures to be paid with the proceeds
of the Proposed Borrowing are _______________________.
The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing, before and after giving effect thereto and to the application of the
proceeds therefrom:
(A) the representations and warranties contained in the
Agreement and in each of the other Loan Documents are true and correct as though
made on and as of such date, other than any such representations and warranties
that, by their terms, refer to an earlier date;
(B) no Default or Event of Default will result from the
Proposed Borrowing;
Ex.D-1
(C) The making of the Loans on the date of the Proposed
Borrowing shall not violate any Requirement of Law and is not subject to any
stay or injunction, whether temporary, preliminary or permanent; and
(D) No Lender Termination Event shall have occurred and be
continuing.
[Remainder of this page has been left intentionally blank.]
Ex.D-2
Very truly yours,
GLOBALSTAR, L.P.,
as Borrower
By:
------------------------------
Name:
Title:
Ex.D-3
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS....................................................... 2
Section 1.1 Defined Terms........................................................ 2
Section 1.2 Computation of Time Periods.......................................... 13
Section 1.3 Accounting Terms..................................................... 13
Section 1.4 Certain Terms........................................................ 13
ARTICLE II AMOUNTS AND TERMS OF THE LOANS......................................................... 14
Section 2.1 The Term Loans....................................................... 14
Section 2.2 Making the Loans..................................................... 14
Section 2.3 Repayment............................................................ 14
Section 2.4 Prepayments.......................................................... 14
Section 2.5 Interest............................................................. 14
Section 2.6 Payments and Computations............................................ 15
Section 2.7 Application of Payments.............................................. 15
Section 2.8 Taxes................................................................ 15
ARTICLE III CONDITIONS OF LENDING.................................................................. 16
Section 3.1 Conditions Precedent to Initial Loans under Term Loan Commitment.... 16
Section 3.2 Conditions Precedent to Each Loan.................................... 17
Section 3.3 Other Conditions Precedent........................................... 17
ARTICLE IV REPRESENTATIONS AND WARRANTIES......................................................... 18
Section 4.1 Corporate Existence; Compliance with Law............................. 19
Section 4.2 Corporate Power; Authorization; Enforceable Obligations.............. 19
Section 4.3 Ownership of Subsidiaries............................................ 20
Section 4.4 Secured, Super Priority Obligations.................................. 20
Section 4.5 Use of Proceeds...................................................... 21
Section 4.6 Intellectual Property................................................ 21
Section 4.7 Pledged Collateral................................................... 22
ARTICLE V AFFIRMATIVE COVENANTS.................................................................. 22
Section 5.1 Compliance with Laws, Etc............................................ 22
Section 5.2 Maintenance of Existence............................................. 23
TABLE OF CONTENTS
(continued)
PAGE
Section 5.3 Access............................................................... 23
Section 5.4 Keeping of Books..................................................... 23
Section 5.5 Use of Proceeds...................................................... 23
Section 5.6 Further Assurances................................................... 23
Section 5.7 Secured Indebtedness................................................. 23
ARTICLE VI NEGATIVE COVENANTS..................................................................... 23
Section 6.1 Liens, Etc........................................................... 24
Section 6.2 Indebtedness......................................................... 24
Section 6.3 Mergers, Sale of Assets. Etc......................................... 24
Section 6.4 Investments.......................................................... 25
Section 6.5 Restricted Payments.................................................. 25
Section 6.6 Transactions With Affiliates......................................... 25
Section 6.7 Permitted Expenditures............................................... 25
Section 6.8 Amendment of Charter or Bylaws....................................... 25
ARTICLE VII TERMINATION............................................................................ 26
Section 7.1 Termination; Acceleration............................................ 26
Section 7.2 Standstill Period; Exercise of Remedies.............................. 26
Section 7.3 Intentionally Omitted................................................ 26
Section 7.4 Borrower Termination Event........................................... 26
Section 7.5 Other Termination.................................................... 26
ARTICLE VIII GUARANTY............................................................................... 27
Section 8.1 The Guaranty......................................................... 27
Section 8.2 Nature of Liability.................................................. 27
Section 8.3 Independent Obligation............................................... 27
Section 8.4 Authorization........................................................ 27
Section 8.5 Reliance............................................................. 28
Section 8.6 Subordination........................................................ 28
Section 8.7 Waiver............................................................... 29
ARTICLE IX SECURITY............................................................................... 29
Section 9.1 Security............................................................. 29
-2-
TABLE OF CONTENTS
(continued)
PAGE
Section 9.2 Perfection of Security Interests..................................... 31
Section 9.3 Rights of Lender; Limitations on Lender's Obligations................ 31
Section 9.4 Covenants of the Grantors with Respect to Collateral................. 32
Section 9.5 Performance by Lender of the Grantors' Obligations................... 35
Section 9.6 Limitation on Lender's Duty in Respect of Collateral................. 36
Section 9.7 Remedies, Rights Upon Lender Termination Event....................... 36
Section 9.8 The Lender's Appointment as Attorney-in-Fact......................... 39
Section 9.9 Right and Authority of Receiver or Lender in Event of Default........ 41
Section 9.10 FCC-Related Requirements of Law...................................... 41
ARTICLE X MISCELLANEOUS.......................................................................... 41
Section 10.1 Amendments, Etc...................................................... 41
Section 10.2 Notices, Etc......................................................... 42
Section 10.3 No Waiver; Remedies.................................................. 43
Section 10.4 Costs; Expenses; Indemnities......................................... 43
Section 10.5 Right of Set-off..................................................... 43
Section 10.6 Binding Effect....................................................... 43
Section 10.7 Governing Law........................................................ 44
Section 10.8 Section Titles....................................................... 44
Section 10.9 Execution in Counterparts............................................ 44
Section 10.10 Entire Agreement..................................................... 44
Section 10.11 Confidentiality...................................................... 44
Section 10.12 Jurisdiction......................................................... 44
Section 10.13 Waiver of Jury Trial................................................. 44
Section 10.14 Non-Assignment....................................................... 45
Section 10.15 Severability......................................................... 45
Section 10.16 Lender Status........................................................ 45
-3-
SCHEDULES
Schedule 1 - FCC Licenses
Schedule 4.1 - Corporate Existence; Compliance with Law
Schedule 4.2 - Corporate Power; Authorization; Enforceable Obligation
Schedule 4.3 - Ownership of Subsidiaries
Schedule 4.6 - Intellectual Property
Schedule 4.7 - Pledge Collateral
EXHIBITS
Exhibit A-1 - Form of Term Loan Note
Exhibit A-3 - Form of Term PIK Interest Note
Exhibit B - Form of Approved Budget
Exhibit C - Form of Financing Order
Exhibit D - Form of Notice of Borrowing